8-K
GPGI, Inc. (GPGI)
8-K
2026-03-12
For: 2026-03-12
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13or 15(d)
of the Securities ExchangeAct of 1934
Date of Report (Date of earliest event reported): March 12, 2026
GPGI, Inc.
(Exact Name of Registrantas Specified in its Charter)
| Delaware | 001-39687 | 85-2749902 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 309 Pierce Street<br><br> <br>Somerset, New Jersey | 08873 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(908) 518-0500
(Registrant’s telephone number, includingarea code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common stock, par value $0.0001 per share | GPGI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition |
|---|
On March 12, 2026, GPGI, Inc. (the “Company”) issued a press release announcing its financial results for the year and three months ended December 31, 2025, and provided an investor presentation to accompany the press release. Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, which are furnished herewith pursuant to and relate to this Item 2.02, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01 (d) Financial Statements and Exhibits
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Press<br> Release of GPGI, Inc. dated March 12, 2026 |
| 99.2 | Investor<br> Presentation of GPGI, Inc. dated March 12, 2026 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| GPGI, Inc. | ||
|---|---|---|
| Date: March 12, 2026 | By: | /s/ Kurt Schoen |
| Name: | Kurt Schoen | |
| Title: | Principal Financial Officer |
Exhibit 99.1
| News Release |
|---|
GPGI Reports Strong Fourth Quarter with OrganicRevenue Growth of 17%, Net Income Growth of 189%, and Pro Forma Adjusted EBITDA Growth of 41%
Fourth Quarter 2025
Results compared to prior year period unlessotherwise noted; does not include results for Husky Technologies
| § | Non-GAAP Net Sales of $118 million, up 17% |
|---|---|
| § | GAAP Net Income of $43 million, up 189% |
| § | Pro Forma Adj. EBITDA of $43 million, up 41%,<br>and Pro Forma Adj. EBITDA margin of 36.5%, up 640 basis points |
Full Year 2025
Results compared to prior year period unlessotherwise noted; does not include results for Husky Technologies
| § | Non-GAAP Net Sales of $462 million, up 10% |
|---|---|
| § | GAAP Net Loss of $136 million, down 48% |
| § | Pro Forma Adj. EBITDA of $171 million, up 24%,<br>and Pro Forma Adj. EBITDA margin of 36.9%, up 408 basis points |
Recent Business Developments
| § | Completed business combination with Husky Technologies,<br>rebranded to GPGI, completed debt refinancing to extend maturities and support future growth, and initiated a quarterly cash dividend |
|---|---|
| § | Appointed Graham Robinson as President &<br>CEO of CompoSecure and Rob Domodossola as President & CEO of Husky Technologies |
Full Year 2026 Outlook
Following annual guidance is based upon expectationsfor the combined results of CompoSecure and Husky Technologies. Guidance for Non-GAAP Pro Forma Adjusted EBITDA includes payment of theResolute Holdings management fee.
| § | Pro Forma Adj. Net Sales of $2,183 to $2,228<br>million |
|---|---|
| § | Pro Forma Adj. EBITDA of $620 to $650 million |
| § | Pro Forma Adj. Free Cash Flow of $325 to $375<br>million |
| § | Non-GAAP Year-end Net LTM Leverage less than<br>3.0x |
NEW YORK, NY, March 12, 2026 – GPGI, Inc. (NYSE: GPGI), a diversified multi-industry platform for companies with great positions in good industries, today announced its financial and operating results for the fourth quarter and full year ended December 31, 2025.
Dave Cote, GPGI’s Executive Chairman, noted: “We are pleased with the strong fourth quarter and full year results that demonstrate our continued momentum and reinforce our position for long-term sustainable growth. We are confident in the strong underlying fundamentals for both businesses and are well positioned to deliver best-in-class top line growth, margin expansion, and healthy free cash flow generation in 2026.”
Tom Knott, GPGI’s Chief Investment Officer, added: “GPGI enters 2026 with significant momentum and energy under new leadership at CompoSecure and Husky Technologies. The Resolute Operating System continues to serve as the foundation of our execution, and we remain focused on making foundational investments to drive growth, as well as cultivating a high-performance culture across GPGI.”
Financial Results – Fourth Quarter andFull Year 2025 at CompoSecure (Pre-Husky Transaction)
| 4Q<br> 2024 | FY<br> 2025 | FY<br> 2024 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-GAAP | GAAP | Non-GAAP | GAAP | Non-GAAP | GAAP | Non-GAAP | ||||||||||||||||
| Net Sales<br> ( in millions) (1) | - | $ | 117.7 | $ | 100.9 | $ | 100.9 | $ | 59.8 | $ | 462.1 | $ | 420.6 | $ | 420.6 | |||||||
| Gross Profit<br> ( in millions) (1) | - | $ | 65.5 | $ | 52.5 | $ | 52.5 | $ | 28.7 | $ | 260.2 | $ | 219.2 | $ | 219.2 | |||||||
| Gross Margin<br> (%) (1) | - | 55.7 | % | 52.1 | % | 52.1 | % | 48.1 | % | 56.3 | % | 52.1 | % | 52.1 | % | |||||||
| Net Income<br> (Loss) / Adjusted Net Income (Loss) | 43.3 | $ | 30.6 | $ | (48.4 | ) | $ | 22.1 | $ | (136.0 | ) | $ | 119.2 | $ | (83.2 | ) | $ | 87.9 | ||||
| Pro Forma<br> Adjusted EBITDA ( in millions) (2) (5) | - | $ | 43.0 | - | $ | 30.4 | - | $ | 170.7 | - | $ | 138.2 | ||||||||||
| EPS / Adjusted<br> EPS - Diluted | 0.31 | $ | 0.23 | $ | (0.53 | ) | $ | 0.18 | $ | (1.23 | ) | $ | 0.99 | $ | (1.22 | ) | $ | 0.85 | ||||
| Cash ( in<br> millions) (3) (6) | 114.6 | $ | 271.6 | $ | 77.5 | $ | 77.5 | $ | 114.6 | $ | 271.6 | $ | 77.5 | $ | 77.5 | |||||||
| Short-Term<br> Investments ( in millions) (4) (7) | - | $ | 41.1 | - | - | - | $ | 41.1 | - | - | ||||||||||||
| Total<br> Debt ( in millions) | - | $ | 186.3 | $ | 197.5 | $ | 197.5 | - | $ | 186.3 | $ | 197.5 | $ | 197.5 |
All values are in US Dollars.
(1) All measures other than Net Income (Loss)/ Adjusted Net Income (Loss), Pro Forma Adjusted EBITDA, and EPS / Adjusted EPS – Diluted are identical on a GAAP and non-GAAP basis,because such measures have historically been shown on a consolidated basis. (2) Pro Forma Adjusted EBITDA includes $4.0mm and $3.3mm managementfee expense in 4Q25 and 4Q24, respectively. It was included as a pro forma adjustment to 4Q24 to allow for comparability across periods.(3) As of December 31, 2025, $157.0mm of cash was held at GPGI Holdings, and not included in the GAAP results. (4) Investment inU.S. treasury bills as of December 31, 2025. (5) Pro Forma Adjusted EBITDA includes $14.3mm and $13.2mm management fee expense inFY25 and FY24, respectively. It was included as a pro forma adjustment to FY24 and 1Q25 to allow for comparability across periods. (6)As of December 31, 2025, $157.0mm of cash was held at GPGI Holdings, and not included in the GAAP results. (7) Investment in US treasurybills as of December 31, 2025.
Note on Accounting Treatment
As a result of the spin-off of Resolute Holdings Management, Inc. (“Resolute Holdings”) on February 28, 2025 and the execution of the management agreement with Resolute Holdings (the “CompoSecure Management Agreement”), GPGI is required to account for the operating results of its wholly owned operating subsidiary, GPGI Holdings, L.L.C. (“GPGI Holdings”), under the equity method in accordance with U.S. GAAP, effective February 28, 2025. Both the CompoSecure and Husky Technologies business units are under GPGI Holdings.
The GAAP results presented above for the fourth quarter and full year 2025 reflect the conversion to equity method accounting. For clarity of comparisons and to best reflect the financial results, the Company is also presenting the fourth quarter and full year 2025 on a consolidated basis consistent with historical presentation under the “Non-GAAP” headings.
Fourth Quarter and Full Year 2025 EarningsConference Call
GPGI’s leadership team will discuss the Company’s results during a conference call on Thursday, March 12, 2026, starting at 8:00 a.m. EDT. The call and accompanying presentation will contain forward-looking statements and other material information regarding GPGI’s financial and operating results. A live webcast and replay of the call will be available on the Events & Presentations section of GPGI’s website at https://gpgi.com/events-presentations/.
Date: Thursday, March 12, 2026
Time: 8:00 a.m. EDT
Dial-in registration link: Here
Live webcast registration link: Here
About GPGI
GPGI, Inc. (NYSE: GPGI) is a diversified, multi-industry platform for companies with great positions in good industries. The platform is managed by Resolute Holdings Management, Inc. (NYSE: RHLD) and is purpose-built to acquire, own, and scale high-quality businesses led by great operators, benefiting from a permanent capital base and the systematic deployment of the Resolute Operating System. GPGI currently consists of CompoSecure and Husky Technologies – two market leaders with best-in-class financials and durable opportunities for growth. For more information, please visit GPGI.com.
About CompoSecure, a GPGI Company
Founded in 2000, CompoSecure is a technology partner to market leaders, fintechs, and consumers enabling trust for millions of people around the globe. CompoSecure is a leader in metal payment cards, security, and authentication solutions. CompoSecure combines elegance, simplicity, and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For more information, please visit CompoSecure.com and GetArculus.com.
About Husky Technologies, a GPGI Company
Founded in 1953, Husky is a technology pioneer that enables the delivery of essential needs to the global community with industry-leading expertise and service. Husky is a leader in highly engineered equipment and aftermarket services. Husky’s products are used to manufacture a wide range of plastic products, including beverage and food containers, medical devices, and consumer electronic parts. Husky provides comprehensive and integrated systems solutions that are comprised of injection molding machines, molds, hot runners, controllers, and auxiliaries. For more information, please visit Husky.co.
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although GPGI believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, GPGI 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 but not limited to statements concerning GPGI’s possible or assumed future actions, business strategies, events, results of operations, demand, the implementation and anticipated impacts of the Resolute Operating System, guidance for 2026 and statements relating to growth, margin expansion, and free cash flow generation in 2026, are forward-looking statements. In some instances, these statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “outlook” “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 GPGI’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in GPGI’s forward-looking statements: the ability of GPGI to grow and manage growth profitably, implement the Resolute Operating Sysstem successfully, maintain relationships with customers, compete within its industry and retain its key employees; the possibility that GPGI may be adversely impacted by global economic, business, competitive and/or other factors, including tariffs; the outcome of any legal proceedings that may be instituted against GPGI or others; future exchange and interest rates; changes in our accounting and/or financial presentation; anticipated demand for the products and services of GPGI’s businesses; the successful implementation of GPGI’s strategies; and other risks and uncertainties, including those under “Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. GPGI undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Use of Non-GAAP Financial Measures
Due to the spin-off of Resolute Holdings Management, Inc. and the resulting shift to equity method accounting under GAAP beginning February 28, 2025, GPGI is presenting a broader set of Non-GAAP measures, including an Adjusted Statement of Operations (Unaudited), an Adjusted Balance Sheet (Unaudited) and an Adjusted Statement of Cash Flows (Unaudited) to provide investors with financial information that we believe allows for greater comparability with our historical financial presentation and better represents the underlying performance of the standalone business across reporting periods. This press release also includes certain additional 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. GPGI believes Non-GAAP Net Sales, Non-GAAP Gross Profit, Non-GAAP Gross Margin, EBITDA, Adjusted EBITDA, Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted EBITDA Margin, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS (Basic and Diluted), Non-GAAP Cash, Non-GAAP Net Debt, Non-GAAP Net Debt Leverage Ratio and Free Cash Flow, and related measures are useful to investors in evaluating GPGI’s financial performance. Specifically, we believe EBITDA, Adjusted EBITDA, Non-GAAP Adjusted EPS (Basic and Diluted) Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted EBITDA Margin and Non-GAAP Adjusted Net Income provide valuable insight into operational efficiency independent of capital structure and tax environment; Non-GAAP Net Sales, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Cash, Non-GAAP Net Debt, Non-GAAP Net Debt Leverage Ratio and Free Cash Flow offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items; and related measures provide greater comparability with GPGI’s historical results, following the change in accounting presentation required as a result of the spin-off of Resolute Holdings. Furthermore, Non-GAAP Pro Forma Adjusted Net Sales, Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted Free Cash Flow and Non-GAAP Year-end Net LTM Leverage further adjust for GPGI’s acquisition of Husky Technologies, which was completed in January 2026. GPGI 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/or measure incentive compensation. We believe that these Non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling GPGI to evaluate and plan more effectively for the future. These Non-GAAP measures should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from these measures are significant components in understanding and assessing GPGI’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 GPGI’s liquidity. These Non-GAAP measures may be different from similarly titled Non-GAAP measures used by other companies. Additionally, GPGI’s debt agreements contain covenants based on variations of certain of these measures for purposes of determining debt covenant compliance. GPGI believes that investors should have access to the same set of tools that its management uses in analyzing operating results. Please refer to the tables below for the reconciliation of GAAP measures to these Non-GAAP measures. Due to the forward-looking nature of the financial guidance included above under “Full Year 2026 Outlook,” the charges excluded from the forward-looking Non-GAAP financial measures including Non-GAAP Pro Forma Adjusted Net Sales, Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted Free Cash Flow and Non-GAAP Year-end Net LTM Leverage including with respect to depreciation, amortization, interest, and taxes that would be required to reconcile the Non-GAAP financial measures to GAAP measures are inherently uncertain or difficult to predict, so it is not feasible to provide accurate forecasted Non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward-looking Non-GAAP financial measures is included.
GPGI Contact
ir@gpgi.com
Statements of Operations
Three Months Ended December31, 2025 and 2024
($ in thousands, except per share amounts)
(unaudited)
| GAAP to Non-GAAP Operating Results | Three Months Ended December 31, 2025 | Three Months<br><br> Ended December<br><br> 31, 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Equity Method Adjustments | Non-GAAP | Non-GAAP | ||||||||||||
| As Reported | Elimination of Equity Method Investment | Addition of Holdings | As Adjusted | As Reported | |||||||||||
| Net sales | $ | — | $ | — | $ | 117,709 | $ | 117,709 | $ | 100,859 | |||||
| Cost of sales | 2 | — | 52,171 | 52,173 | 48,325 | ||||||||||
| Gross profit | (2 | ) | — | 65,538 | 65,536 | 52,534 | |||||||||
| Operating expenses: | |||||||||||||||
| Selling, general and administrative expenses | 7,178 | 28,143 | 35,321 | 36,932 | |||||||||||
| Income from operations | (7,180 | ) | — | 37,395 | 30,215 | 15,602 | |||||||||
| Other expense | |||||||||||||||
| Revaluation of warrant liability | 1,824 | 1,824 | (19,726 | ) | |||||||||||
| Revaluation of earnout consideration liability | — | — | (42,245 | ) | |||||||||||
| Loss on remeasurement of TRA liability | (3,465 | ) | — | — | (3,465 | ) | — | ||||||||
| Interest expense | — | (2,284 | ) | (2,284 | ) | (902 | ) | ||||||||
| Interest income | 710 | 470 | 1,180 | 1,245 | |||||||||||
| Amortization of deferred financing costs | — | (166 | ) | (166 | ) | (196 | ) | ||||||||
| Total other expense | (931 | ) | — | (1,980 | ) | (2,911 | ) | (61,824 | ) | ||||||
| Income before income taxes | (8,111 | ) | — | 35,415 | 27,304 | (46,222 | ) | ||||||||
| Income tax expense | 16,020 | 16,020 | (2,136 | ) | |||||||||||
| Earnings in GPGI Holdings L.L.C equity method investment | 35,415 | (35,415 | ) | — | |||||||||||
| Net (loss) income | $ | 43,324 | $ | (35,415 | ) | $ | 35,415 | $ | 43,324 | $ | (48,358 | ) |
| Add: | ||||||
|---|---|---|---|---|---|---|
| Depreciation and amortization | 2,475 | 2,242 | ||||
| Income tax (benefit) expense | (16,020 | ) | 2,136 | |||
| Interest expense, net (1) | 1,270 | (147 | ) | |||
| EBITDA | $ | 31,049 | $ | (44,127 | ) | |
| All Other changes | ||||||
| Stock-based compensation | 5,989 | 5,966 | ||||
| Mark to market adjustments (2) | (1,824 | ) | 61,971 | |||
| Add back incurred Management fees | 4,032 | — | ||||
| Loss on remeasurement of TRA liability | 3,465 | — | ||||
| Resolute spin off cost | — | 6,119 | ||||
| Additional Earnout cost | — | 3,680 | ||||
| Husky transaction cost | 4,271 | — | ||||
| All other changes | $ | 15,933 | $ | 77,736 | ||
| Adjusted EBITDA | $ | 46,982 | $ | 33,609 | ||
| Add back expenses incurred on behalf of Resolute Holdings prior to Spin -Off | — | |||||
| Pro Forma full quarter Management Fee | (4,032 | ) | (3,253 | ) | ||
| Pro Forma Adjusted EBITDA | $ | 42,950 | $ | 30,356 |
Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior period presentation. (1) Includes amortization of deferred financing costs for the three months ended December 31, 2025 and 2024, respectively. (2) Includes changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the three months ended December 31, 2025 and 2024, respectively.
Statements of Operations
Year Ended December 31, 2025and 2024
($ in thousands, except per share amounts)
(unaudited)
| GAAP to Non-GAAP Operating Results | Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Equity Method Adjustments | Non-GAAP | Non-GAAP | ||||||||||||
| **** | **** | **** | Elimination of | **** | **** | **** | **** | **** | **** | **** | |||||
| Equity Method | Addition of | ||||||||||||||
| As Reported | Investment | Holdings | As Adjusted | As Reported | |||||||||||
| Net sales | $ | 59,824 | $ | 402,231 | $ | 462,055 | $ | 420,571 | |||||||
| Cost of sales | $ | 31,077 | 170,767 | 201,844 | 201,344 | ||||||||||
| Gross profit | 28,747 | — | 231,464 | 260,211 | 219,227 | ||||||||||
| Operating expenses: | |||||||||||||||
| Selling, general and administrative expenses | 42,478 | 95,612 | 138,090 | 111,605 | |||||||||||
| Income from operations | (13,731 | ) | — | 135,852 | 122,121 | 107,622 | |||||||||
| Other expense | |||||||||||||||
| Revaluation of warrant liability | (150,958 | ) | (150,958 | ) | (95,937 | ) | |||||||||
| Revaluation of earnout consideration liability | (57,101 | ) | (57,101 | ) | (76,305 | ) | |||||||||
| Change in fair value of derivative liability | — | — | 425 | ||||||||||||
| Loss on remeasurement of TRA liability | (3,465 | ) | (3,465 | ) | — | ||||||||||
| Interest expense | (1,688 | ) | (10,722 | ) | (12,410 | ) | (20,176 | ) | |||||||
| Interest income | 1,233 | 4,231 | 5,464 | 4,648 | |||||||||||
| Loss on extinguishment of debt | — | — | — | (148 | ) | ||||||||||
| Amortization of deferred financing costs | (74 | ) | (556 | ) | (630 | ) | (1,104 | ) | |||||||
| Total other expense | (212,053 | ) | — | (7,047 | ) | (219,100 | ) | (188,597 | ) | ||||||
| Income before income taxes | (225,784 | ) | — | 128,805 | (96,979 | ) | (80,975 | ) | |||||||
| Income tax expense | (39,026 | ) | (39,026 | ) | (2,187 | ) | |||||||||
| Earnings in GPGI Holdings L.L.C equity method investment | 128,805 | (128,805 | ) | — | — | — | |||||||||
| Net (loss) income | $ | (136,005 | ) | $ | (128,805 | ) | $ | 128,805 | $ | (136,005 | ) | $ | (83,162 | ) | |
| Add: | |||||||||||||||
| Depreciation and amortization | 9,377 | 9,174 | |||||||||||||
| Income tax expense | 39,026 | 2,187 | |||||||||||||
| Interest expense, net (1) | 7,576 | 16,780 | |||||||||||||
| EBITDA | $ | (80,026 | ) | $ | (55,021 | ) | |||||||||
| All Other changes | |||||||||||||||
| Stock-based compensation | 22,777 | 21,235 | |||||||||||||
| Mark to market adjustments (2) | 208,059 | 171,817 | |||||||||||||
| Add back incurred Management fees | 12,278 | — | |||||||||||||
| Secondary offering transaction costs | — | 586 | |||||||||||||
| Loss on remeasurement of TRA liability | 3,465 | — | |||||||||||||
| Resolute spin off cost | 5,452 | 6,119 | |||||||||||||
| Additional Earnout cost | 4,967 | 3,680 | |||||||||||||
| Tungsten Transaction cost | — | 2,726 | |||||||||||||
| Debt refinance costs | — | 225 | |||||||||||||
| Husky transactions costs | 7,077 | — | |||||||||||||
| All other changes | $ | 264,075 | $ | 206,388 | |||||||||||
| Adjusted EBITDA | $ | 184,049 | $ | 151,367 | |||||||||||
| Add back expenses incurred on behalf of Resolute Holdings prior to Spin -Off | 979 | ||||||||||||||
| Pro Forma full quarter Management Fee | (14,323 | ) | (13,159 | ) | |||||||||||
| Pro Forma Adjusted EBITDA | $ | 170,705 | $ | 138,208 |
Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior period presentation. (1) Includes amortization of deferred financing costs for the year ended December 31, 2025 and 2024, respectively. (2) Includes changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the year ended December 31, 2025 and 2024, respectively.
Balance Sheet
($ in thousands, exceptper share amounts)
(unaudited)
| GAAP | Non-GAAP | GAAP | |||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2025 | December 31, 2024 | |||||
| ASSETS | |||||||
| CURRENT ASSETS | |||||||
| Cash and cash equivalents | $ | 114,642 | $ | 271,601 | $ | 77,461 | |
| Short-term investments | — | 41,076 | — | ||||
| Accounts receivable | — | 44,220 | 47,449 | ||||
| Inventories, net | — | 44,214 | 44,833 | ||||
| Prepaid expenses and other current assets | 5,446 | 8,571 | 4,159 | ||||
| Total current assets | 120,088 | 409,682 | 173,902 | ||||
| Property and equipment, net and right of use assets | — | 30,701 | 28,852 | ||||
| Deferred tax asset | 271,724 | 271,724 | 264,815 | ||||
| Other assets | — | 4,004 | 6,349 | ||||
| Equity method investment | 125,455 | — | — | ||||
| Total assets | $ | 517,267 | $ | 716,111 | $ | 473,918 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
| CURRENT LIABILITIES | |||||||
| Accounts payable | 922 | 12,736 | 11,544 | ||||
| Accrued expenses | 1,851 | 48,724 | 25,711 | ||||
| Current portion of long-term debt | — | 15,000 | 11,250 | ||||
| Other current liabilities | 16,193 | 18,353 | 27,817 | ||||
| Total current liabilities | 18,966 | 94,813 | 76,322 | ||||
| Long-term debt, net of deferred financing costs | — | 169,791 | 184,389 | ||||
| Warrant liability | — | — | 104,231 | ||||
| Lease liabilities - operating leases | — | 7,352 | 3,888 | ||||
| Tax receivable agreement liability | 255,160 | 255,160 | 248,534 | ||||
| Total liabilities | 274,126 | 527,116 | 617,364 | ||||
| Shareholders' equity (deficit) | 243,141 | 188,995 | (143,446 | ) | |||
| Total liabilities and shareholder's equity (deficit) | $ | 517,267 | $ | 716,111 | $ | 473,918 |
Note: The non-GAAP balance sheet represents a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior consolidated presentation.
Consolidated Statementsof Cash Flows
($ in thousands)
(unaudited)
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2025 | 2024 | |||||||
| As reported | Non-GAAP | As reported | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | |||||||||
| Net loss | $ | (136,005 | ) | $ | (136,005 | ) | $ | (83,162 | ) |
| Adjustments to reconcile net loss to net cash ( used in ) provided by operating activities | |||||||||
| Depreciation and amortization | 1,623 | 9,377 | 9,174 | ||||||
| Stock-based compensation expense | 4,468 | 22,777 | 21,235 | ||||||
| Earnings in equity method investment | (128,805 | ) | — | — | |||||
| Cash receipts from Holdings | 21,659 | — | — | ||||||
| Loss on extinguishment of debt | — | — | 148 | ||||||
| Non cash interest | — | (1,076 | ) | — | |||||
| Amortization of deferred financing costs | 74 | 632 | 1,155 | ||||||
| Revaluation of earnout consideration liability | 57,101 | 57,101 | 76,305 | ||||||
| Revaluation of warrant liability | 150,958 | 150,958 | 95,937 | ||||||
| Loss on remeasurement of TRA liability | 3,465 | 3,465 | — | ||||||
| Change in fair value of derivative liability | — | — | (425 | ) | |||||
| Deferred tax expense | 14,743 | 14,743 | (2,469 | ) | |||||
| Changes in assets and liabilities: | (12,163 | ) | 23,665 | 11,655 | |||||
| Net cash (used in) provided by operating activities | (22,882 | ) | 145,637 | 129,553 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
| Purchase of property and equipment | — | (6,857 | ) | (7,410 | ) | ||||
| Purchase of treasury bills | — | (40,000 | ) | — | |||||
| Holdings cash deconsolidated as a result of the Management Agreement | (50,303 | ) | — | — | |||||
| Resolute Holdings cash deconsolidated as a result of the Spin-Off | (10,000 | ) | — | — | |||||
| Investment in SAFE | (1,500 | ) | |||||||
| Capitalized software expenditures | (387 | ) | (1,507 | ) | (1,035 | ) | |||
| Net cash used in investing activities | (60,690 | ) | (48,364 | ) | (9,945 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
| Proceeds from employee stock purchase plan and exercise of options | 121 | 871 | 4,998 | ||||||
| Payments for taxes related to net share settlement of equity awards and earnout liability | (18,011 | ) | (21,389 | ) | (12,783 | ) | |||
| Payment of term loan | — | (11,250 | ) | (12,813 | ) | ||||
| Payment of tax receivable agreement liability | (5,305 | ) | (5,305 | ) | (1,303 | ) | |||
| Purchase of treasury shares | (12,247 | ) | (12,247 | ) | — | ||||
| Deferred finance costs related to debt modification | — | — | (2,104 | ) | |||||
| Contribution to Resolute Holdings | — | (10,008 | ) | — | |||||
| Distributions to non-controlling interest | — | — | (34,863 | ) | |||||
| Special distribution to non-controlling interest | — | — | (15,573 | ) | |||||
| Dividend to Class A shareholders | — | — | (8,922 | ) | |||||
| Proceeds from the exercise of warrants | 156,195 | 156,195 | — | ||||||
| Net cash provided by (used in) financing activities | 120,753 | 96,867 | (83,363 | ) | |||||
| Net increase in cash and cash equivalents | 37,181 | 194,140 | 36,245 | ||||||
| Cash and cash equivalents, beginning of period | 77,461 | 77,461 | 41,216 | ||||||
| Cash and cash equivalents, end of period | $ | 114,642 | $ | 271,601 | $ | 77,461 | |||
| Supplementary disclosure of cash flow information | |||||||||
| Cash paid for interest | 2,164 | 12,758 | 20,608 | ||||||
| Cash paid for income taxes | 24,310 | 24,310 | 4,820 | ||||||
| Supplemental disclosure of non-cash financing activity: | |||||||||
| Operating lease ROU assets exchanged for lease liabilities | 4,224 | 5,489 | — | ||||||
| Revaluation of derivative asset - interest rate swap | (502 | ) | (2,749 | ) | (2,448 | ) | |||
| Non-cash portion of warrant exercise | (255,189 | ) | (255,189 | ) | — | ||||
| Settlement of earnout | (77,634 | ) | (77,634 | ) | (56,625 | ) | |||
| Contribution to Holdings for share-based compensation | 18,309 | — | — | ||||||
| Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Management Agreement | (100,378 | ) | — | — | |||||
| Resolute Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Spin-Off | (1,542 | ) | — | — |
Note: The Non-GAAP December 31, 2025 statement of cash flows represents a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior consolidated presentation.
Adjusted Net Income and Earnings Per Share:
Non-GAAP Reconciliation
| Basic | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in thousands, except per share data) | ||||||||||||
| Net (loss) income | $ | 43,324 | $ | (48,358 | ) | $ | (136,005 | ) | $ | (83,162 | ) | |
| Add (less): provision (benefit) for income taxes | (16,020 | ) | 2,136 | 39,026 | 2,187 | |||||||
| Add (less): mark-to-market adjustments (1) | (1,824 | ) | 61,971 | 208,059 | 171,817 | |||||||
| Add: stock-based compensation | 5,989 | 5,966 | 22,777 | 21,235 | ||||||||
| Less: Proforma Management fees | — | (3,253 | ) | (2,045 | ) | (13,159 | ) | |||||
| Add: Husky Transaction costs | 4,271 | 7,077 | — | |||||||||
| Add: Loss on remeasurement of TRA Liability | 3,465 | — | 3,465 | — | ||||||||
| Add: secondary offering transaction costs | — | — | — | 586 | ||||||||
| Add: Tungsten Transaction costs | — | — | — | 2,726 | ||||||||
| Add: debt refinance costs | — | — | — | 225 | ||||||||
| Add: additional earnout costs | — | 3,680 | 4,967 | 3,680 | ||||||||
| Add: Spin-off costs | — | 6,119 | 5,452 | 6,119 | ||||||||
| Adjusted net income before tax | 39,205 | 28,261 | 152,773 | 112,254 | ||||||||
| Income tax expense (2) | 8,617 | 6,138 | 33,580 | 24,382 | ||||||||
| Adjusted net income | 30,588 | 22,123 | 119,193 | 87,872 | ||||||||
| Common shares outstanding used in computing net income per share, basic: | ||||||||||||
| Class A common shares | 126,057 | 91,371 | 110,517 | 83,834 | ||||||||
| Adjusted net income per share - basic | $ | 0.24 | $ | 0.24 | $ | 1.08 | $ | 1.05 | ||||
| Diluted | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| (in thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Adjusted net income | 30,588 | 22,123 | 119,193 | 87,872 | ||||||||
| Add: Interest on Exchangeable Notes net of tax (4) | — | (2,110 | ) | — | 3,238 | |||||||
| Adjusted net income used in computing net income per share, diluted | 30,588 | 20,013 | 119,193 | 91,110 | ||||||||
| Common shares outstanding used in computing earnings per share, diluted: | 126,057 | 91,371 | 110,517 | 83,834 | ||||||||
| Warrants (3) | 1,355 | 8,094 | 5,715 | 8,094 | ||||||||
| Exchangeable Notes (4) | — | 5,795 | — | 11,629 | ||||||||
| Equity awards | 6,568 | 4,901 | 4,728 | 3,411 | ||||||||
| Total Shares outstanding used in computing adjusted earnings per share - Diluted | 133,980 | 110,161 | 120,960 | 106,968 | ||||||||
| Adjusted net income per share - Diluted | $ | 0.23 | $ | 0.18 | $ | 0.99 | $ | 0.85 |
(1) Includes the changes in fairvalue of warrant liability, make-whole provision of the previously outstanding exchangeable notes of GPGI Holdings, L.L.C. (f/k/a CompoSecureHoldings, L.L.C.) (the “Exchangeable Notes”) and earnout consideration liability. (2) Reflects current and deferred incometax expenses. For the three and twelve months ended December 31, 2024 it was calculated using the Company's blended tax rate as if theCompany did not have any non-controlling interest associated with its historical Up-C structure. For the three and twelve months endedDecember 31, 2025, it was calculated by applying the Company's assumed tax rate. This is the change from prior methodology. (3) Appliestreasury stock method with assumed exercise at average market price. No warrants were outstanding as of the three and twelve months endedDecember 31, 2025. (4) The Exchangeable Notes were included through the application of the "if-converted" method. Interest relatedto the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the three and twelvemonths ended December 31, 2025.
Exhibit 99.2
| Fourth Quarter 2025<br>Earnings Presentation<br>March 12, 2026<br>TM |
|---|
| Disclaimer<br>2<br>Forward-Looking Statements<br>This presentation, and other statements that GPGI, Inc. (“GPGI,” “we,” “us” or the “Company”) may make in connection therewith, contain forward-looking statements as defined by the Private Securities<br>Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although GPGI believes that its plans, intentions, and expectations reflected in or suggested<br>by these forward-looking statements are reasonable, GPGI cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to<br>risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning GPGI’s possible or assumed future actions, business strategies, events, results<br>of operations, demand, the implementation of the Resolute Operating System, and guidance for 2026, are forward-looking statements. In some instances, these statements may be preceded by,<br>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<br>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.<br>You should understand that the following important factors, among others, could affect GPGI’s future results and could cause those results or other outcomes to differ materially from those expressed or<br>implied in GPGI’s forward-looking statements: the ability of GPGI to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;<br>the possibility that GPGI may be adversely impacted by other global economic, business, competitive and/or other factors, including tariffs; the outcome of any legal proceedings that may be instituted<br>against GPGI or others; future exchange and interest rates; changes in our accounting and/or financial presentation; and other risks and uncertainties, including those under “Risk Factors” in filings that<br>have been made or will be made with the Securities and Exchange Commission. GPGI undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new<br>information, future events or otherwise, except as required by law.<br>Non-GAAP Financial Measures<br>This presentation 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<br>different from non-GAAP financial measures used by other companies. GPGI believes EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, Consolidated Net<br>Sales, Consolidated Gross Profit, Consolidated Gross Margin, and related measures are useful to investors in evaluating GPGI’s financial performance. Specifically, we believe EBITDA, Adjusted<br>EBITDA, and Pro Forma Adjusted EBITDA provide valuable insight into operational efficiency independent of capital structure and tax environment; Adjusted Net Income and Adjusted EPS offer<br>investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items and Consolidated Net Sales, Consolidated Gross Profit, Consolidated Gross Margin, and related<br>measures provide greater comparability with GPGI’s historical results, following the change in accounting presentation required as a result of the spin-off of Resolute Holdings Management, Inc (the<br> “Spin-Off”). Due to the Spin-Off of and the resulting shift to equity method accounting under GAAP beginning February 28, 2025, GPGI is presenting a broader set of non-GAAP measures, including an<br>Adjusted Statement of Operations (Unaudited), and an Adjusted Balance Sheet (Unaudited), each on a consolidated basis, to provide investors with financial information that we believe allows for greater<br>comparability with our historical financial reporting and better represents the underlying performance of the business across reporting periods. GPGI uses these non-GAAP measures internally to<br>establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and/or measure incentive compensation. We believe that<br>these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling GPGI to evaluate and plan more effectively for the<br>future. Due to the forward-looking nature of the financial guidance included herein, the amounts included or excluded from the non-GAAP financial measures, including with respect to depreciation,<br>amortization, interest, and taxes that would be required to reconcile the non-GAAP financial measures to GAAP measures are inherently uncertain or difficult to predict, so it is not feasible to provide<br>accurate forecasted non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward-looking non-GAAP financial measures is included. Additionally, GPGI’s debt agreements contain covenants based on variations of these measures for purposes of determining debt covenant<br>compliance. GPGI believes that investors should have access to the same set of tools that its management uses in analyzing operating results. These non-GAAP measures should not be considered as<br>measures of financial performance under U.S. GAAP, and the items included or excluded are significant components in understanding and assessing GPGI’s financial performance. Accordingly, these<br>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<br>as an alternative to cash flows from operating activities as a measure of GPGI’s liquidity. These non-GAAP measures may be different from similarly titled non-GAAP measures used by other companies.<br>Please refer to the tables below for the reconciliation of GAAP measures to these non-GAAP measures.<br>Industry and Market Information<br>Statements in this presentation concerning the industries and the markets in which we operate, including our general expectations and competitive position, business opportunity and market size, growth<br>and share, are based on information from independent industry organizations and other third-party sources, data from our internal research and management estimates. Management estimates are<br>derived from publicly available information and the information and data referred to above and are based on assumptions and calculations made by us based upon our interpretation of such information<br>and data. The information and data referred to above are imprecise and may prove to be inaccurate because the information cannot always be verified with complete certainty due to the limitations on<br>the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, please be aware that the data and statistical information in<br>this presentation may differ from information provided by our competitors or from information found in current or future studies conducted by market research institutes, consultancy firms or independent<br>sources.<br>GPGI CompoSecure Husky Guidance |
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| GPGI<br>Platform Overview |
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| 4<br>GPGI IS A DIVERSIFIED, MULTI-INDUSTRY PLATFORM FOR<br>COMPANIES THAT HOLD “GREAT POSITIONS IN GOOD<br>INDUSTRIES.” THE PLATFORM IS PURPOSE-BUILT TO<br>ACQUIRE, OWN, AND SCALE HIGH-QUALITY BUSINESSES<br>LED BY GREAT OPERATORS, BENEFITING FROM A<br>PERMANENT CAPITAL BASE AND THE SYSTEMATIC<br>DEPLOYMENT OF THE RESOLUTE OPERATING SYSTEM.<br>THIS STRUCTURE IS DESIGNED TO DRIVE LONG-TERM<br>COMPOUNDING FOR OUR INVESTORS.<br>GPGI CompoSecure Husky Guidance |
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| Introducing GPGI<br>5<br>Great Positions in Good Industries<br>GPGI CompoSecure Husky Guidance<br>Platform Overview<br> ▪ GPGI, Inc. (NYSE: GPGI), formerly known as CompoSecure, Inc., is a diversified,<br>multi-industry operating platform<br> ▪ Designed to acquire and grow best-in-class businesses with superior operating<br>practices and long-term ownership mindset enabled by permanent capital base<br> ▪ Currently consists of CompoSecure and Husky – two market leaders with best-in-class financials and durable growth profiles<br>M-HSD<br>annual organic growth<br>100bps+<br>annual margin expansion<br>90-100%<br>free cash flow conversion1<br>Note: GPGI’s long-term growth algorithm represents targeted goals.<br>1. Free cash flow conversion defined as adjusted free cash flow divided by adjusted net income.<br>Graham Robinson<br>CEO<br>CompoSecure<br>Mary Holt<br>CFO<br>CompoSecure<br>John Linker<br>CFO<br>Husky<br>Robert Domodossola<br>CEO<br>Husky<br>Dave Cote<br>Executive Chairman<br>GPGI & Resolute Holdings<br>Tom Knott<br>CEO<br>Resolute Holdings<br>Kurt Schoen<br>CFO<br>Resolute Holdings<br>Executive Team<br>DD+<br>annual EBITDA growth<br>GPGI’s Long-Term<br>Growth Framework<br>Aim to grow earnings and cash flow<br>faster than the market to deliver<br>superior returns through-the-cycle |
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| Model Structure<br>6<br>How the Platform Works<br>A superior model for driving value with acquisitions and organic growth<br>GPGI CompoSecure Husky Guidance<br>Business Unit Business Unit<br>Quarterly Management Fee1<br>Resolute Holdings Resolute Operating System, M&A, and Capital Allocation<br>(NYSE: RHLD)<br>GPGI<br>(NYSE: GPGI)<br>Board of superior operators<br>Drive business growth<br>Limited corporate overhead<br>Board of superior operators<br>Minimal corporate overhead Great place for great operators<br>1. Quarterly Management Fee as defined in each of the Management Agreements with GPGI Holdings (the “CompoSecure Management Agreement”) and Husky Holdings LLC (the “Husky Management Agreement”) is equivalent to 2.5% of GPGI’s Non-GAAP<br>reported Adjusted EBITDA before management fees less stock-based compensation, under the respective agreements. Since Husky Holdings is a wholly owned subsidiary of GPGI Holdings, the management fee for each of the CompoSecure Management<br>Agreement and Husky Management Agreement is calculated without duplication. |
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| Value Creation Process<br>7<br>Disciplined Investing and Operating Excellence Drives Superior Performance<br>Develop high-performance culture<br>Implement Resolute Operating System<br>Disciplined investing based on six criteria<br>Structural advantage: lots of opportunity to acquire further<br>Proven leadership team with skin-in-the-game to outperform on earnings and cash flow<br>Permanent Capital Married with Superior Operating Capabilities<br>Leadership’s Track Record of Outperformance<br>Source: FactSet, market data as of March 5, 2026.<br>1. Total share price appreciation for the period from January 1, 2003 to April 18, 2018. Dave Cote served as CEO and Executive Chairman of Honeywell.<br>2. Total share price appreciation for the period from December 10, 2019 to March 5, 2026. Vertiv share price adjusted to $10.00 per share pre-announcement. Dave Cote (Executive Chairman) and Tom Knott led the combination of Vertiv and GS Acquisition<br>Holdings, where Tom Knott was CEO.<br>3. Total share price appreciation for the period from October 15, 2021 (last day of MIR trading at $10.00 prior to transaction close) to March 5, 2026. Tom Knott led the combination of Mirion and GS Acquisition Holdings Corp II, where he was CEO.<br>4. Total share price appreciation from the date of Resolute investment in CompoSecure, Inc. on August 7, 2024 to March 5, 2026, adjusted for the spin of Resolute Holdings Management, Inc. (NYSE: RHLD).<br>GPGI CompoSecure Husky Guidance<br>321%<br>797%<br>S&P 500 HON<br>12.6x<br>20.4x<br>2.1x<br>2.5x<br>1 2<br>3 4<br>31%<br>397%<br>S&P 500 GPGI<br>117%<br>2,398%<br>S&P 500 VRT<br>53%<br>113%<br>S&P 500 MIR |
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| High-Performance Culture<br>8<br>Setting the Foundation at GPGI<br>Set expectations<br>based upon<br>opportunity, not<br>versus last year<br> ▪ Focus on the customer<br> ▪ Do not focus on constraints, focus on what is possible. Eliminate incrementalism<br> ▪ Reward results, not effort<br>Make strategy a<br>daily activity, not<br>an annual activity<br> ▪ Develop strategy to meet expectations with CEO and team<br> ▪ Monthly Growth Days with CEO and team<br> ▪ Show progress on agreed strategic initiatives<br> ▪ Strong give-and-take to make right decisions<br>Make people and<br>organization a<br>daily activity<br> ▪ Annual appraisals for everyone, organization reviews<br> ▪ Implement differentiated pay for performance, standard distribution<br> ̶ 58% of people in the 90-110% distribution range<br> ▪ Always evaluating performance of individuals<br>Candid,<br>very direct<br>communications<br> ▪ E.g., “your processes suck”<br> ▪ Town halls and skip levels<br> ▪ People can handle the truth; it is leaders who cannot handle the truth<br>Altitude comes from Attitude plus Aptitude –<br>performance culture applied to GPGI<br>GPGI CompoSecure Husky Guidance |
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| Resolute Operating System (ROS)<br>9<br>How We Operate Our Businesses<br>Total business looks to reduce costs to<br>support sales growth<br>All companies’ processes are<br>inefficient and ineffective (“they suck”)<br>Cultural change is important, it’s not<br>just knowing Japanese terms Growth, costs, and cash<br> ✓ Focus on the customer<br> ✓ Support go-to-market (sales coverage, marketing, and support recurring revenue)<br> ✓ Commercial excellence (reduce lead times, improve delivery quality, etc.)<br> ✓ Innovation in products and services<br>Grow Sales<br>Control Costs<br> ✓ Implement variable and fixed costs reporting<br> ✓ Reduce variable costs<br> ❑ Implement ROS in factories<br> ❑ Sourcing focus – high leverage function<br> ❑ Indirect costs<br> ✓ Fixed costs flat (or much slower than sales growth)<br> ❑ Strategic plan for process improvement to offset growth and<br>wage inflation<br> ❑ Indirect costs<br> ❑ Grow R&D<br> ✓ Higher income<br> ✓ Working capital (a function of how good your processes are)<br>Generate Cash<br>Overview<br>GPGI CompoSecure Husky Guidance<br>Generates margin dollars to<br>re-invest and return to investors |
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| How it Works – Implementation Arc of ROS<br>10<br>ROS is the Cultural Cornerstone of Every GPGI Business<br>GPGI CompoSecure Husky Guidance<br>Resolute Operating System takes time to deliver excellence and is tailored for each unique business<br>Cultural Transformation<br>Begins to Take Hold<br>Seed Planting Begins for<br>Foundation of Excellence Continued Improvement Drives Compounding<br>Financial Performance<br>Time Since Joining GPGI<br> ▪ Cultural change begins<br> ▪ Post-close integration playbook<br> ▪ Monthly Growth Day cadence<br> ▪ Detailed functional reviews across<br>go-to-market, finance, operations,<br>procurement, and human<br>resources<br> ▪ Cultural change begins to take hold<br> ▪ Ramp strategic investments to<br>catalyze growth and innovation<br> ▪ Implementation of lean principles<br>across the enterprise<br> ▪ Set the tone at the top with<br>executive participation in daily tier<br>meetings and regular appraisals<br> ▪ Cultural change ingrained throughout the organization<br> ▪ Recurring Kaizen events and value stream mapping to<br>identify opportunities to improve execution<br> ▪ Empowering employees to drive day-by-day continuous<br>improvement<br> ▪ “Flywheel” begins to work → compounding is the goal |
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| Pre-GPGI Pre-GPGI Pre-GPGI<br>CompoSecure Case Study<br>11<br>Catalyzing Growth, Controlling Costs, and Strategically Reinvesting in the Business<br>Source: Public filings.<br>Note: For a reconciliation of Non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please reference the Appendix.<br>1. Periods preceding the CompoSecure Management Agreement reflect pro forma impact of management fee to maintain like-for-like comparison.<br>2. Pre-Husky transaction closing, which includes GPGI, Inc. corporate parent overhead that will be broken out separately in FY26 (reference page 43 for additional detail).<br>GPGI CompoSecure Husky Guidance<br>$104<br>$109<br>$107<br>$101<br>$104<br>$120<br>$121<br>$118<br>1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25<br>Resolute Operating System Driving Phased Inflection in Financial Performance<br>Revenue ($mn)<br>$35<br>$37 $37<br>$30<br>$34<br>$46 $48<br>$43<br>1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25<br>33%<br>34% 34%<br>30%<br>32%<br>39%<br>39%<br>36%<br>1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25<br>Adjusted EBITDA1,2 ($mn) Adjusted EBITDA Margins1,2<br>Catalyzing Growth Controlling Costs Strategically Reinvesting<br> ▪ Reinvigorating go-to-market with<br>systematic sales process training<br> ▪ Expanding salesforce to penetrate<br>international market demand<br> ▪ Deploying sales enablement tools to<br>bring enhanced visibility to backlog<br>and pipeline<br> ▪ Commercial excellence<br> ▪ Improving manufacturing yields<br> ▪ Multi-vendor procurement and<br>inventory management<br> ▪ Fixed cost productivity and reduction<br>of indirect costs<br>Period of “seed planting” required to transform culture and make investments for sustained performance<br> ▪ Funding necessary investments by<br>reallocating a portion of savings from<br>margin expansion<br> ▪ Investment in engineering and<br>manufacturing capabilities<br> ▪ Investment in R&D for new product<br>development<br>Culture & Investments →<br>Ongoing ROS Implementation →<br>Culture & Investments → Culture & Investments →<br>Ongoing ROS Implementation → Ongoing ROS Implementation → |
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| Investment Strategy<br>12<br>Platform Designed to Operate Durable Businesses and Acquire Opportunistically<br>Acquisitions always evaluated against six investment<br>criteria<br>IPO Sell to GPGI<br> Sell 10-20% ownership ✓ Sell 70-100% ownership<br> Overleveraged public<br>company with<br>substantial overhang<br> ✓ Target leverage <3.5x<br> ✓ Minimal overhang<br> ✓ Operating capabilities to<br>drive shares<br>GPGI CompoSecure Husky Guidance<br>Source: Resolute analysis.<br>Note: GPGI’s long-term growth algorithm represents targeted goals.<br>1. Free cash flow conversion defined as adjusted free cash flow divided by adjusted net income.<br> ✓<br>Operate Existing Core Acquire Only When it Makes Sense<br> ✓<br>Great alternative for private equity businesses vs. IPO<br> ✓ Great platform for superior operators<br>M-HSD<br>annual organic<br>revenue growth<br>DD+<br>annual organic<br>EBITDA growth<br>100bps+<br>annual margin<br>expansion<br>90-100%<br>free cash flow<br>conversion1<br>Primary focus is to grow earnings and cash flows<br>faster than the market<br>ATTRACTIVE BASE enables DISCIPLINED APPROACH TO ACQUISITIONS<br>Bolt-on M&A possible<br> ✓<br>Structural advantage underpins ability to acquire<br>accretively at fair prices |
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| How We Invest<br>13<br>Six Criteria – What We Look For in Acquisitions<br>Proven playbook – Honeywell (100 acquisitions and 70 divestitures), Vertiv,<br>and in the acquisitions of CompoSecure and Husky Technologies<br>Good Industry Growing, profitable, can differentiate, recurring a plus<br>Increase R&D for innovation funded with operational efficiency Differentiate with<br>Technology<br>Great Position Great market position or possible to get there<br>Acquisitions possible Inorganic Growth<br>Available<br>Organic Growth Invigorate go-to-market and innovation<br>Increase variable margin, grow sales faster than fixed costs Margin<br>Expansion<br>GPGI CompoSecure Husky Guidance |
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| CompoSecure<br>Business Update |
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| 15<br>COMPOSECURE IS THE LEADING GLOBAL PRODUCER OF<br>PREMIUM METAL PAYMENT CARDS AND SECURE<br>AUTHENTICATION SOLUTIONS. THE COMPANY PRODUCES<br>32MN+ CARDS PER YEAR FOR CUSTOMERS THAT INCLUDE<br>THE LARGEST AND MOST PRESTIGIOUS CARD ISSUING<br>BANKS ALONG WITH LEADING FINTECHS AND NEOBANKS.<br>THE COMPANY’S AUTHENTICATION PLATFORM, ARCULUS,<br>REPRESENTS REAL OPTION VALUE.<br>GPGI CompoSecure Husky Guidance |
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| 4Q25 and FY25 Summary<br>16<br>Delivering Strong Organic Growth and Continued Operating Performance<br>Note: For a reconciliation of Non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please reference the Appendix.<br>1. Pro Forma Adjusted EBITDA includes the Management Fee that would have been paid had the CompoSecure Management Agreement been in effect from January 1, 2024.<br>2. Pre-Husky transaction closing, which includes GPGI, Inc. corporate parent overhead that will be broken out separately in FY26 (reference page 43 for additional detail).<br>GPGI CompoSecure Husky Guidance<br>Continued sales momentum and strong profitability in the fourth quarter and fiscal year 2025<br>Appointed Graham Robinson as President and Chief Executive Officer of the CompoSecure business<br>unit, adding a 30-year proven veteran to drive the next phase of CompoSecure’s growth strategy.<br>Non-GAAP Net Sales of $117.7 million up 16.7% vs. 4Q24, and up 9.9% to $462.1 million in FY25 vs. FY24,<br>driven by robust domestic demand from traditional banks and leading fintechs.<br>Pro Forma Adjusted EBITDA of $43.0 million up 41.4% vs. 4Q24, and up 23.5% to $170.7 million in FY25<br>vs. FY241,2, due to organic revenue growth and continued operational efficiencies from ROS implementation.<br>Numerous high-profile card program wins include Wells Fargo Autograph, Bilt’s re-launch of a three-tiered<br>portfolio, Uphold, Rakuten, Citi’s American Airlines Centennial, and BNI’s debit card. |
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| Great Position – CompoSecure is the Industry Standard<br>17<br>Leading Manufacturer of Metal Payment Cards Globally<br>GPGI CompoSecure Husky Guidance<br>Pure-play focus on premium metal cards differentiated from competitors prioritizing low-value plastic cards<br>Leading Competitive Position<br> ▪ Consistent focus on R&D and innovation – have 1,044 utility and design patents granted or pending1<br> ▪ Card program and prototype design capabilities make CompoSecure a trusted partner for customers seeking<br>expertise to launch signature cards<br> ▪ Consistently expanding customer base with disruptive fintechs like Robinhood, Coinbase, and Chime<br>200+<br>active metal<br>payment card<br>programs2<br>9 / 10<br>top U.S. card<br>issuers engaged as<br>customers2<br>Breadth of Blue-Chip Customers & Programs Select CompoSecure Card Programs<br>1. Represents all active utility and design patents and applications (granted or pending) in all countries for both CompoSecure and Arculus.<br>2. As of February 2026. |
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| Great Position – CompoSecure Value Map<br>18<br>Delivering an Unparalleled Value Proposition to Customers<br>GPGI CompoSecure Husky Guidance<br>Understanding<br>Customer Needs<br>Customer-Centric<br>Card Innovation<br>Advanced Card<br>Manufacturing<br>Seamless<br>Transaction Security<br>Customer Value Proposition<br>Evaluate existing<br>programs for opportunities<br>Knowledge of successful<br>and failed program<br>launches<br>Strategic importance of<br>brand image<br>Design centers in New<br>Jersey and London<br>Significant in-house<br>graphics expertise<br>Breadth of metals from<br>stainless steel to gold<br>No off-the-shelf machines,<br>requires custom<br>modifications<br>8 layers of metal, adhesive,<br>plastic, and antenna then<br>add chip, print, & engrave1<br>Patented processes and<br>capabilities<br>Arculus Authenticate:<br>hardware passkey<br>Arculus Secure Payment:<br>payment authentication<br>Arculus Cold Storage:<br>digital asset wallet<br>It is not just making a metal card CompoSecure delivers superior customer<br>value add<br>Variety of finishes and<br>tactile elements<br>1. Representative of select card types. |
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| Good Industry – Operating in a Secularly Growing Market<br>19<br>Significant Penetration Opportunity for Metal Payment Cards<br>GPGI CompoSecure Husky Guidance<br>Strong value proposition of metal cards driving continued share gain versus plastic<br>Robust Metal Card Growth Across All Regions Key Drivers Underlying Growth Forecast<br> ▪ Metal cards are still <1% of all cards shipped and in<br>circulation<br> ▪ Low cost, high criticality, and high ROI for card issuers<br> ̶ 0.5% of issuer program spend, 5% uplift in customer<br>spending, and 10% increase in customer demand<br> ▪ Share gain of metal vs. plastic cards for new programs<br> ̶ Prestige matters: 83% of consumers want a metal<br>card, and more than 50% would pay extra for one<br> ▪ “Premiumization” via uptiering of card programs to metal<br> ▪ Consumers adding more credit cards per capita<br> ▪ Expansion of premium metal cards to the mass affluent<br> ▪ International expansion given rising urbanization<br>~11-12%1<br>(Market value of global metal card market in millions of dollars)<br>Source: Commercial market study, International Card Manufacturers Association (ICMA).<br>1. Reflects consolidated forecasted growth rate inclusive of all regions. |
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| 1,063 1,165 1,267 1,379 1,389<br>3,083<br>3,259<br>3,549<br>3,876<br>4,223<br>4,146<br>4,424<br>4,816<br>5,255<br>5,612<br>Q3 '21 Q3 '22 Q3 '23 Q3 '24 Q3 '25<br>Domestic International<br>Good Industry – Operating in a Secularly Growing Market<br>20<br>Metal Card Demand Accelerating Within Expanding Base of Total Cards in Circulation<br>GPGI CompoSecure Husky Guidance<br>Durable metal demand given customer preferences and recurring issuance from in circulation base<br>Source: Commercial market study; Public filings.<br>Metal Card Market Growth Algorithm<br>Payment Card<br>Adoption<br>New Metal Card<br>Programs & Issuers<br>Growth in Existing<br>Metal Card Programs<br>Higher ASP from Mix<br>(Uptiering)<br>11-12% Annual Organic Growth<br>+<br>+<br>+<br>=<br>Only ~30% global adoption;<br>increasing cards per capita<br>Penetrate international markets;<br>fintech and neobank growth<br>Low cost, high ROI for issuers –<br>acquisition, spend, and retention<br>Issuers upgrading existing cards<br>with higher quality metal<br>Visa / Mastercard Credit Cards in Circulation<br>(Number of credit cards in circulation by respective networks in millions of cards)<br>7.9% CAGR & ~1.5bn Incremental Cards |
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| Differentiating with Technology – Arculus<br>21<br>Hardware-Bound Multifactor Authentication Features Differentiated Security and Simplicity<br>GPGI CompoSecure Husky Guidance<br>Authenticates new connected devices<br>Authenticates logins without passwords<br>Instantly validates secure access to financial accounts<br>Step-up authentication for high-risk transactions<br>Generates, stores, and secures private keys for crypto<br>Send, receive, and store digital assets in cold wallet<br>One Chip Compatible Across Breadth of Uses<br> ✓<br> ✓<br> ✓<br> ✓<br> ✓<br> ✓<br>Arculus enhances security and ease-of-use compared to incumbent authentication methods<br>The Arculus Advantage<br>Multifunctional<br>Consolidates features often distributed across multiple devices<br>Security<br>Highest levels of security without compromising ease of use<br>Fraud Cost Savings<br>Fraud reduction creates real savings for issuers and consumers<br>Versatility<br>Extends beyond cards to serve diverse end markets |
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| Organic Growth – Recurring Revenue Underpins Growth<br>22<br>Card Replacement Cycles Provide Revenue Visibility and Establish Foundation for Durable Growth<br>GPGI CompoSecure Husky Guidance<br>Continued scaling of metal cards in circulation supports highly recurring and durable growth<br>Reissuance /<br>Expiration, 60%<br>Lost or Stolen, 15%<br>Portfolio Churn, 15%<br>Net New<br>Accounts,<br>10%<br>~75% Recurring Revenue1 Expired Cards<br>Card replacement at<br>time of expiration<br>(typically in 3-to-5-<br>year intervals from<br>issuance date)<br>Reissued Cards<br>Card replacement<br>when damaged or<br>issuer does a<br>program refresh that<br>changes design of the<br>card for existing<br>holders<br><br>Lost / Stolen Cards<br>Cards issued after<br>being reported as<br>lost, stolen, or<br>replaced due to<br>fraudulent activity on<br>active account<br>High replacement of issued cards creates significant recurring revenue stream<br>~6mn<br>total cards shipped by<br>CompoSecure in 2025 for<br>new program launches2<br>32mn+<br>total cards shipped by<br>CompoSecure in 2025<br>for all active programs<br>~75-85%<br>estimated recurring,<br>replacement card<br>volume<br>~26mn<br>total cards shipped by<br>CompoSecure in 2025<br>for legacy vintage<br>programs3<br>Source: Commercial market study.<br>1. CompoSecure management estimates for metal card replacement card market dynamics.<br>2. New program launches defined as card programs launched in 2024 or 2025 where cards shipped are primarily for new customers versus replacement volumes.<br>3. Legacy vintage programs represent mature card programs where the issuer primarily requests cards for expiration, reissuance, lost, or stolen volumes. |
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| Organic Growth – Invigorating Go-to-Market and Innovation<br>23<br>Advanced Engineering and Design Expertise Critical to Securing High-Profile Customer Wins<br>GPGI CompoSecure Husky Guidance<br>Latest program wins demonstrate CompoSecure’s customer-centric innovation and market leadership<br>Recent Program Wins<br>Note: Card graphic represents a veneer lite product; metal card types vary in thickness.<br>Relentless Innovation |
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| Financial Highlights – 4Q25 and FY25<br>24<br>Significant Year-over-Year Progress Against All Key Metrics Helped by ROS<br>GPGI CompoSecure Husky Guidance<br>Strong sales and gross margin expansion from ROS-enabled operating efficiency gains<br>Net Sales ($mn) Gross Margin PF Adjusted EBITDA ($mn)1,2 PF Adjusted EBITDA Margin1,2<br>4Q 2025 FY 2025<br>$30.4<br>$43.0<br>4Q24 4Q25<br> ▲<br>41.4%<br> ▲<br>16.7%<br>$100.9<br>$117.7<br>4Q24 4Q25<br> ▲<br>359bps<br> ▲<br>640bps<br>30.1%<br>36.5%<br>4Q24 4Q25<br>52.1%<br>55.7%<br>4Q24 4Q25<br> ▲<br>23.5%<br> ▲<br>9.9%<br> ▲<br>419bps<br> ▲<br>408bps<br>$420.6<br>$462.1<br>FY24 FY25<br>52.1%<br>56.3%<br>FY24 FY25<br>$138.2<br>$170.7<br>FY24 FY25<br>32.9%<br>36.9%<br>FY24 FY25<br>Note: For a reconciliation of Non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please reference the Appendix.<br>1. Pro Forma Adjusted EBITDA includes the Management Fee that would have been paid had the CompoSecure Management Agreement been in effect from January 1, 2024.<br>2. Pre-Husky transaction closing, which includes GPGI, Inc. corporate parent overhead that will be broken out separately in FY26 (reference page 43 for additional detail). |
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| Husky<br>Business Update |
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| 26<br>GPGI CompoSecure Husky Guidance<br>HUSKY IS THE GLOBAL LEADER IN THE MANUFACTURING<br>OF HIGHLY-ENGINEERED INJECTION MOLDING EQUIPMENT<br>AND AFTERMARKET TOOLING AND SERVICES. THE<br>COMPANY HAS ~13,500 INSTALLED SYSTEMS,<br>REPRESENTING SIGNIFICANT GLOBAL MARKET SHARE AND<br>~65% RECURRING REVENUE FROM AFTERMARKET PARTS<br>AND SERVICES FOR THE INSTALLED BASE. |
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| Great Position – Husky is the Industry Standard<br>27<br>Mission Critical Products and Proven Track Record Create Durable Competitive Edge<br>GPGI CompoSecure Husky Guidance<br>Leading Competitive Position<br> ▪ ~13,500 systems in growing, global installed base (including ~6,400 PET systems)<br> ▪ #1 in PET systems and #1 in aftermarket parts, tooling, and services globally<br> ▪ ~4-5x next largest global competitor in two-stage PET systems<br> ▪ Lowest total cost of ownership driven by production, speed, uptime, and reliability<br> ▪ ~3,500+ global customers and 85%+ sales retention over the last three years<br>Integrated Offering for PET Beverage Injection Molding<br>SYSTEMS CONTROLLERS HOT RUNNERS MOLDS SPARE PARTS<br>Converts virgin or non-virgin resin flakes and<br>pellets into preforms via<br>a melt, inject, pack, and<br>cool cycle<br>Monitors and manages<br>the temperature of resin<br>in the hot runners<br>Directs material flow to<br>mold cavities to ensure<br>even distribution of<br>molten resin<br>Houses the molten resin<br>and cools it down to<br>give the final preform<br>shape<br>Includes replacement<br>parts and maintenance<br>service<br>REMOTE<br>MONITORING<br>Advantage+Elite service<br>contract provides<br>remote monitoring to<br>proactively improve<br>performance and uptime<br>~35% of Rev Aftermarket & Services: ~65% of Revenue<br>Source: Commercial market study. |
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| Great Position – Husky Value Map<br>28<br>Delivering an End-to-End Solution to Customers<br>GPGI CompoSecure Husky Guidance<br>Thought Partner to<br>Customers<br>Customer-Centric<br>System Innovation<br>Advanced<br>Manufacturing<br>Proactive<br>Remote Monitoring<br>Customer Value Proposition<br>Curating packaging<br>design from ideation to<br>tolerances<br>Evaluating material<br>substitution from legacy<br>substrates to PET<br>Optimizing factory layout<br>for optimal throughput<br>High performance<br>throughput with 500mn+<br>preforms / year<br>System refreshes every<br>18-24 months to enhance<br>efficiency<br>100% recycled PET<br>capability for sustainable<br>molding<br>7 global facilities across<br>North America, Europe,<br>and Asia<br>Investing in low-cost<br>manufacturing capabilities<br>Advantage+Elite<br>increases overall equipment<br>performance, driving improved<br>business outcomes<br>Anticipate repairs and part<br>replacement for<br>connected machines<br>Global, 24/7 remote<br>monitoring and support in<br>local languages – certified<br>technicians in local markets<br>It is not just making plastic preforms Husky delivers end-to-end customer support<br>through the lifecycle of a system<br>Ability to meet highly<br>stringent customer<br>tolerances |
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| Good Industry – Operating in a Secularly Growing Market<br>29<br>PET Beverage Demand is Resilient and Consistently Growing<br>Source: Commercial market study.<br>GPGI CompoSecure Husky Guidance<br> ▪ PET Beverage demand is acyclical and growing driven by strong consumption and PET beverage packaging taking share<br> ̶ Non-alcoholic beverage consumption growing, especially bottled water expected to grow ~5% annually<br> ̶ PET beverage packaging growth due to PET’s economic and environmental advantages over metal and glass<br> ̶ Long-term growth and share helped by regulatory push towards PET recycling and use of recycled PET (rPET)<br> ▪ Husky manufactures injection molding equipment that makes PET beverage preforms for bottled water, soft drinks and juices. As<br>a result, Husky’s market growth is tied to bottled beverage demand using PET substrates<br>Long-Term Historical Demand is Durable and Steadily Growing<br>Resilience through<br>pandemic<br>Global Packaging Materials Used for Non-Alcoholic Beverages (volume in bns of unit cases)<br>Growth through<br>GFC<br>52% 54%<br>235 262 279 306 323 332 349 383 400 417 442 468 477 494 514 529 525 547 566 582 601 621 642 213 224 228 231 243 247 250<br>261 264 273 276 276 284 284 286 290 288 296 305 310 318 326 336<br>448 486 508 537 566 579 599<br>644 664 690 717 744 761 778 800 820 813 843 871 892 919 947 977<br>2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025E 2026F<br>PET All Other Substrates<br>PET Share 55% 57% 57% 57% 58% 59% 60% 60% 62% 63% 63% 63% 64% 65% 65% 65% 65% 65% 65% 66% 66% |
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| $7.8 $10.1 $10.2<br>$16.1<br>$27.9<br>$34.4<br>$41.4<br>2019A 2020A 2021A 2022A 2023A 2024A 2025A<br>Differentiating with Technology – Advantage+Elite<br>30<br>Best-in-Class Remote Monitoring Capabilities are a Highly Differentiated Competitive Advantage<br>Advantage+Elite delivers higher uptime for customers and recurring aftermarket revenue for Husky<br>GPGI CompoSecure Husky Guidance<br>Realized Efficiency Gains Driving Adoption With Several Identified Growth Vectors<br>+32.1% CAGR in<br>All Service Contract Sales<br>1,4441 connected machines and 3,500+ connected molds<br>50% improvement in time to repair in first contract year<br>300-400 bps performance improvement in first contract year<br>Connect remaining ~70% of eligible Husky PET machines<br>(~1,441 of the 4,700 currently connected1<br>)<br>Expand Advantage+Enterprise offering<br>Convert performance benefits to new machine orders<br>Accelerate replacement parts wallet share capture over<br>duration of contract<br>Increase orders of auxiliary components and equipment<br>19% overall equipment effectiveness improvement in 2 years<br>Note: Dollars in millions.<br>1. As of December 31, 2025. |
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| $784 $779<br>$816<br>$876<br>$907<br>$949 $989<br>2019A 2020A 2021A 2022A 2023A 2024A 2025A<br>Organic Growth – Recurring Revenue Underpins Growth<br>31<br>Installed Base and Content Per System Drive High Margin, Recurring Aftermarket Revenue<br>Note: Dollars in millions.<br>1. Includes upfront tooling sold along with the system.<br>GPGI CompoSecure Husky Guidance<br>Increasing Aftermarket Revenue Significantly Enhances Resiliency Through Cycles<br>~65% Recurring Revenue<br><br>Systems1<br>,<br>35%<br>Aftermarket<br>Parts,<br>Tooling, &<br>Services,<br>65%<br>~2-3x<br>Lifetime aftermarket revenue<br>Service Contracts<br>Aftermarket Tooling<br>Replacement Parts<br>Upgrades & Modernization<br>Installed Base Consumables & Services<br>~6,400+<br>Active PET systems<br>~13,500<br>Total active systems<br>50%<br>Installed base > 15 years old<br>Y/Y Growth (1%) 5% 7% 4% 5%<br>+4.0% Revenue CAGR<br>Resilience through pandemic<br>Aftermarket<br>Revenues<br>4% |
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| Organic Growth – Identified Levers for Future Growth<br>32<br>Significant Whitespace for Growth in New Markets and Within Existing Installed Base<br>GPGI CompoSecure Husky Guidance<br>Resolute Operating System catalyzing new sales growth<br>PET Market Growth & Share Gain Grow Installed Base<br> ▪ Market growth driven by strong<br>secular trends and increasing<br>conversion to rPET<br> ▪ Further penetration of high growth<br>emerging markets through<br>improved sales execution,<br>continued technology differentiation,<br>and shorter lead times<br> ▪ Focus on penetrating mid / low-volume PET market through new<br>system launches<br> ▪ Expand systems installed base for<br>beverage closure, multi-layer, and<br>medical markets<br> ▪ Renew focus on packaging systems<br>to recapture share through new<br>product introductions and enhanced<br>go-to-market execution<br>Increase Aftermarket Penetration Expand Digital Services<br> ▪ Increase aftermarket tooling share<br>within both existing Husky and non-Husky installed base<br> ▪ Grow hot runners in key end<br>markets and premium applications<br> ▪ Grow replacement spare parts<br>share of wallet<br> ▪ Expand remote monitoring services<br>to remaining Husky installed base<br> ▪ Broaden capabilities to monitor and<br>service upstream / downstream<br>equipment as well as competitor-installed systems |
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| Financial Highlights – 4Q25 and FY25<br>33<br>Reaccelerating Sales Growth Offset by Necessary Investments to Improve Future Profitability<br>Focused on necessary “seed planting” investments to support growth and margin expansion<br>Net Sales ($mn) PF Adjusted EBITDA Margin Select Commentary PF Adjusted EBITDA ($mn)1 1<br>4Q 2025 FY 2025<br> ▼<br>318bps<br> ▲<br>6.1%<br> ▼<br>(5.4%)<br> ▼<br>194bps<br> ▲<br>5.0%<br> ▼<br>(3.0%)<br>GPGI CompoSecure Husky Guidance<br> ▪ Sales growth primarily driven by<br>volume +5% and FX +2%, partially<br>offset by mix<br> ▪ New system sales as a % of total<br>sales increased by ~200bps<br> ▪ Adj. EBITDA improvements from<br>volume growth and FX offset by<br>transient product mix, growth<br>investments in sales force, service<br>team, and prototyping projects, and<br>variable cost inefficiencies in labor<br>and overhead<br> ▪ Sales growth primarily driven by<br>volume +4% and FX +1%<br> ▪ New system sales as a % of total<br>sales increased by ~200bps<br> ▪ Adj. EBITDA improvements from<br>volume growth and FX offset by<br>timing of tariff pass through, growth<br>investments in sales and service and<br>R&D, and one-time items in 4Q25<br>(discussed above)<br>$490.8<br>$520.8<br>4Q24 4Q25<br>$143.8<br>$136.1<br>4Q24 4Q25<br>29.3%<br>26.1%<br>4Q24 4Q25<br>$1,494.5<br>$1,568.7<br>FY24 FY25<br>$384.8 $373.4<br>FY24 FY25<br>25.7%<br>23.8%<br>FY24 FY25<br>Note: For a reconciliation of Non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please reference the Appendix.<br>1. Pro Forma Adjusted EBITDA includes the Management Fee that would have been paid had the Husky Management Agreement been in effect from January 1, 2024. |
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| GPGI Pro Forma<br>Guidance |
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| $115<br>~$350<br>FY25A FY26E<br>FY26 Guidance Reflects Strong Fundamentals<br>35<br>Implementing ROS to Catalyze Growth and Improve Profitability<br>GPGI CompoSecure Husky Guidance<br>Continued commercial and operational momentum with foundational investments to support long-term growth<br>Select Commentary<br>Note: For a reconciliation of Non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please reference the Appendix.<br>1. Includes the period in January prior to the closing of the Husky transaction on January 12, 2026.<br>2. Pro Forma Adjusted EBITDA includes the Management Fee that would have been paid had each of the Management Agreements been in effect from January 1, 2024.<br>3. Pre-Husky transaction closing, which includes GPGI, Inc. corporate parent overhead that will be broken out separately in FY26 (reference page 43 for additional detail).<br>4. FY25A Free Cash Flow represents reported free cash flow (e.g., cash flow from operations less capital expenditures for both CompoSecure and Husky).<br>5. FY26E Pro Forma Adjusted Free Cash Flow includes ~$45mn in one-time, growth capital expenditures across both CompoSecure and Husky and excludes one-time Husky transaction and debt refinancing costs.<br> ▪ CompoSecure<br> ̶ HSD – LDD organic revenue<br>growth driven by continued<br>penetration of large, untapped<br>addressable market<br> ̶ Ongoing margin expansion from<br>ROS<br> ▪ Husky<br> ̶ MSD+ organic revenue growth<br>driven by strength in<br>international markets and<br>packaging, offset by<br>sluggishness in North American<br>market<br> ̶ ROS driving improved cost<br>efficiency, offset by higher<br>strategic investments to<br>increase manufacturing capacity<br> ▪ GPGI<br> ̶ HSD organic revenue growth<br> ̶ Margin expansion in second half<br>of the year from organic sales<br>growth, continued cost savings,<br>and fixed cost leverage from<br>ROS implementation<br> ̶ Healthy free cash flow with<br>higher growth capital<br>expenditures<br> ̶ Effectively mitigating tariff<br>impacts through pricing and<br>sourcing initiatives<br>PF Adj. EBITDA1,2,3 ($mn)<br> ▲<br>~17%<br>$544<br>~$635<br>FY25A FY26E<br>$620<br>-<br>$650<br>PF Adj. EBITDA Margin1,2,3<br> ▲<br>~200bps<br>26.8%<br>~28.8%<br>FY25A FY26E<br>28.4%<br>-<br>29.2%<br>PF Adj. Net Sales1<br>($mn)<br> ▲<br>~9%<br>$2,031<br>~$2,206<br>FY25A FY26E<br>$2,183<br>-<br>$2,228<br>(Deltas to midpoints of guidance ranges)<br> ▲<br>~204%<br>$325<br>-<br>$3755<br>PF Adj. FCF1<br>($mn)<br>5<br>4<br>3 |
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| Pro Forma GPGI Financial Summary<br>36<br>Foundational Year of Seed Planting for Future Growth<br>PF Adj. Net Sales2<br>PF Adj. EBITDA3,4<br>Pro Forma 2025A<br>Net LTM Leverage<br>Organic Growth Rates<br>PF Adj. EBITDA Margin3,4<br>Execution of proven operating capabilities support strong and improving financial profile<br>$2,031mn<br>Note: For a reconciliation of Non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please reference the Appendix. Pro forma adjustments for transaction closing and debt refinancing in January 2026.<br>1. 2026E metrics reflect midpoint of guidance ranges.<br>2. 2026E Pro Forma Adjusted Net Sales include the period in January prior to the closing of the Husky transaction on January 12, 2026.<br>3. 2025A Pro Forma Adjusted EBITDA includes the Management Fee that would have been paid had each of the Management Agreements been in effect from January 1, 2024.<br>4. Pre-Husky transaction closing, which includes GPGI, Inc. corporate parent overhead that will be broken out separately in FY26 (reference page 43 for additional detail).<br>5. 2025A Free Cash Flow represents reported free cash flow (e.g., cash flow from operations less capital expenditures for both CompoSecure and Husky).<br>6. FY26E Pro Forma Adjusted Free Cash Flow includes ~$45mn in one-time, growth capital expenditures across both CompoSecure and Husky and excludes one-time Husky transaction and debt refinancing costs.<br>6.1%<br>$544mn<br>26.8%<br>~3.8x<br>PF Adj. Free Cash Flow4,5,6 $115mn<br>2026E1<br>~$2,206mn<br>~8.8%<br>~$635mn<br>~28.8%<br> < 3.0x<br>~$350mn<br>Illustrative FCF Bridge<br>GPGI CompoSecure Husky Guidance<br>$mn<br>Pro Forma Adj. EBITDA $620 - $650<br>Cash Interest ~ (90 - 95)<br>Cash Taxes ~ (75 - 85)<br>Capital Expenditures ~ (105 - 115)<br>Working Capital / Other ~ (0 - 15)<br>Pro Forma Adjusted Free Cash Flow $325 - $375<br>6<br>6 |
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| Appendix –<br>Financial<br>Supplement |
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| Statement of Operations – 4Q25<br>38<br>Unaudited GAAP to Non-GAAP Operating Results<br>GPGI CompoSecure Husky Guidance<br>($ in thousands)<br>Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior consolidated presentation.<br>Note: All instruments have been redeemed / exercised and no mark to market adjustments are expected going forward.<br>1. Includes amortization of deferred financing costs for the three months ended December 31, 2025 and 2024, respectively.<br>2. Includes changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the three months ended December 31, 2025 and 2024, respectively.<br>E<br>A B C D<br>Column D shows GPGI’s<br>results consolidated with GPGI<br>Holdings (“Holdings”), consistent with<br>historical consolidated presentation.<br>A<br>GAAP results reflect Holdings under the<br>equity method of accounting for 4Q25.<br>B<br>Elimination of equity method investment<br>represents the removal of the net<br>income that we recorded from the equity<br>method investment in Holdings.<br>C<br>Addition of Holdings’ results as they<br>would have been presented historically.<br>D<br>Adjusted December 31, 2025 reflects<br>the addition of the statement of<br>operations of Holdings.<br>E<br>Pro forma adjustments to show GPGI<br>results on a go-forward basis assuming<br>full management fees in both periods.<br>Three Months Ended<br>December 31, 2024<br>GAAP Non-GAAP Non- GAAP<br>As Reported<br>Elimination of<br>Equity Method<br>Investment<br>Addition of<br>Holdings As Adjusted As Reported<br>Net sales - - $117,709 $117,709 $100,859<br>Cost of sales 2 - 52,171 52,173 48,325<br>Gross profit (2) - 65,538 65,536 52,534<br>Operating expenses:<br>Selling, general and administrative expenses 7,178 - 28,143 35,321 36,932<br>Income from operations (7,180) - 37,395 30,215 15,602<br>Other (expense) income:<br>Revaluation of warrant liability 1,824 - - 1,824 (19,726)<br>Revaluation of earnout consideration liability - - - - (42,245)<br>Loss on remeasurement of TRA liability (3,465) (3,465) -<br>Interest expense - - (2,284) (2,284) (902)<br>Interest income 710 - 470 1,180 1,245<br>Amortization of deferred financing costs - - (166) (166) (196)<br>Total other income (expense), net (931) - (1,980) (2,911) (61,824)<br>Income before income taxes (8,111) - 35,415 27,304 (46,222)<br>Income tax expense 16,020 - - 16,020 (2,136)<br>Earnings in GPGI Holdings L.L.C equity method investment 35,415 (35,415) - - -<br>Net (loss) income $43,324 ($35,415) $35,415 $43,324 ($48,358)<br>Add:<br>Depreciation and amortization 2,475 2,242<br>Income tax expense (benefit) (16,020) 2,136<br>Interest expense, net (1) 1,270 (147)<br>EBITDA 31,049 (44,127)<br>All other changes<br>Stock-based compensation 5,989 5,966<br>Mark to market adjustments (2) (1,824) 61,971<br>Add back incurred Management Fees 4,032 -<br>Additional earnout cost - 3,680<br>Husky transaction cost 4,271<br>Loss on remeasurement of TRA liability 3,465 -<br>Resolute spin off costs - 6,119<br>All other changes 15,933 77,736<br>Adjusted EBITDA 46,982 33,609<br>Add back expenses incurred on behalf of Resolute Holdings prior to Spin-Off -<br>Pro Forma full quarter Management Fee (4,032) (3,253)<br>Pro Forma Adjusted EBITDA $42,950 $30,356<br>Three Months Ended<br>December 31, 2025<br>Equity Method Adjustments |
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| Statement of Operations – FY25<br>39<br>Unaudited GAAP to Non-GAAP Operating Results<br>($ in thousands)<br>E<br>A B C D<br>Column D shows GPGI’s<br>results consolidated with GPGI<br>Holdings (“Holdings”), consistent with<br>historical consolidated presentation.<br>A<br>GAAP results reflect Holdings under the<br>equity method of accounting for FY25.<br>B<br>Elimination of equity method investment<br>represents the removal of the net<br>income that we recorded from the equity<br>method investment in Holdings.<br>C<br>Addition of Holdings’ results as they<br>would have been presented historically.<br>D<br>Adjusted December 31, 2025 reflects<br>the addition of the statement of<br>operations of Holdings.<br>E<br>Pro forma adjustments to show GPGI<br>results on a go-forward basis assuming<br>full management fees in both periods.<br>Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior period presentation.<br>Note: All instruments have been redeemed / exercised and no mark to market adjustments are expected going forward.<br>1. Includes amortization of deferred financing costs for twelve months ended December 31, 2025 and 2024, respectively.<br>2. Includes changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for twelve months ended December 31, 2025 and 2024, respectively.<br>GPGI CompoSecure Husky Guidance<br>Year Ended<br>December 31, 2024<br>GAAP Non-GAAP Non- GAAP<br>As Reported<br>Elimination of<br>Equity Method<br>Investment<br>Addition of<br>Holdings As Adjusted As Reported<br>Net sales $59,824 - $402,231 $462,055 $420,571<br>Cost of sales 31,077 - 170,767 201,844 201,344<br>Gross profit 28,747 - 231,464 260,211 219,227<br>Operating expenses<br>Selling, General and administrative 42,478 - 95,612 138,090 111,605<br>Income from operations (13,731) - 135,852 122,121 107,622<br>Other (expense) income:<br>Revaluation of warrant liability (150,958) - - (150,958) (95,937)<br>Revaluation of earnout consideration liability (57,101) - - (57,101) (76,305)<br>Change in fair value of derivative liability - - - - 425<br>Loss on remeasurement of TRA liability (3,465) (3,465) -<br>Interest expense (1,688) (10,722) (12,410) (20,176)<br>Interest income 1,233 - 4,231 5,464 4,648<br>Loss on extinguishment of debt - - (148)<br>Amortization of deferred financing costs (74) - (556) (630) (1,104)<br>Total other expenses, net (212,053) - (7,047) (219,100) (188,597)<br>(Loss) Income before income taxes (225,784) - 128,805 (96,979) (80,975)<br>Income tax (expense) benefit (39,026) - - (39,026) (2,187)<br>Earnings in GPGI Holdings L.L.C equity method investment 128,805 (128,805) - -<br>Net (loss) income ($136,005) ($128,805) $128,805 ($136,005) ($83,162)<br>Add:<br>Depreciation and amortization 9,377 9,174<br>Income tax expense (benefit) 39,026 2,187<br>Interest expense, net (1) 7,576 16,780<br>EBITDA (80,026) (55,021)<br>All other changes<br>Stock-based compensation 22,777 21,235<br>Mark to market adjustments (2) 208,059 171,817<br>Add back incurred Management Fees 12,278 -<br>Secondary offering transaction costs - 586<br>Additional earnout cost 4,967 3,680<br>Tungsten Transaction cost 2,726<br>Husky transaction cost 7,077 -<br>Debt refinance costs 225<br>Loss on remeasurement of TRA liability 3,465 -<br>Resolute spin off costs 5,452 6,119<br>All other changes 264,075 206,388<br>Adjusted EBITDA 184,049 151,367<br>Add back expenses incurred on behalf of Resolute Holdings prior to Spin-Off 979 -<br>Pro Forma full year Management Fee (14,323) (13,159)<br>Pro Forma Adjusted EBITDA $170,705 $138,208<br>Year Ended<br>December 31, 2025<br>Equity Method Adjustments |
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| 2025 2025 2024<br>GAAP Non-GAAP GAAP<br>CASH FLOWS FROM OPERATING ACTIVITIES:<br>Net loss ($136,005) ($136,005) ($83,162)<br>Adjustments to reconcile net loss to net cash (used in) provided by operating activities<br>Depreciation and amortization 1,623 9,377 9,174<br>Stock-based compensation expense 4,468 22,777 21,235<br>Earnings in equity method investment (128,805) - -<br>Cash receipts from Holdings 21,659 - -<br>Loss on remeasurement of TRA Liability 3,465 3,465 -<br>Loss on extinguishment of debt - - 148<br>Non-cash interest - (1,076) -<br>Amortization of deferred finance costs 74 632 1,155<br>Revaluation of earnout consideration liability 57,101 57,101 76,305<br>Revaluation of warrant liability 150,958 150,958 95,937<br>Change in fair value of derivative liability - - (425)<br>Deferred tax expense (benefit) 14,743 14,743 (2,469)<br>Changes in assets and liabilities (12,163) 23,665 11,655<br>Net cash (used in) provided by operating activities ($22,882) $145,637 $129,553<br>CASH FLOWS FROM INVESTING ACTIVITIES:<br>Purchase of property and equipment - (6,857) (7,410)<br>Purchase of treasury bills - (40,000) -<br>Holdings cash deconsolidated as a result of the Management Agreement (50,303) - -<br>Resolute Holdings cash deconsolidated as a result of the Spin-Off (10,000) - -<br>Investment in SAFE - - (1,500)<br>Capitalized software expenditures (387) (1,507) (1,035)<br>Net cash used in investing activities ($60,690) ($48,364) ($9,945)<br>CASH FLOWS FROM FINANCING ACTIVITIES:<br>Proceeds from employee stock purchase plan and exercise of options 121 871 4,998<br>Payments for taxes related to net share settlement of equity awards (18,011) (21,389) (12,783)<br>Payment of term loan - (11,250) (12,813)<br>Payment of tax receivable agreement liability (5,305) (5,305) (1,303)<br>Purchase of treasury shares (12,247) (12,247) -<br>Deferred finance costs related to debt modification - - (2,104)<br>Contribution to Resolute Holdings - (10,008) -<br>Distributions to non-controlling interest - - (34,863)<br>Special distribution to non-controlling interest - - (15,573)<br>Dividend to Class A shareholders - - (8,922)<br>Proceeds from the exercise of warrants 156,195 156,195 -<br>Net cash used in financing activities $120,753 $96,867 ($83,363)<br>Net increase (decrease) in cash and cash equivalents 37,181 194,140 36,245<br>Cash and cash equivalents, beginning of period 77,461 77,461 41,216<br>Cash and cash equivalents, end of period $114,642 $271,601 $77,461<br>Twelve Months Ended December 31,<br>Statement of Cash Flows – FY25<br>40<br>Unaudited (GAAP and Non-GAAP)<br>Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior consolidated presentation.<br>Note: All instruments have been redeemed / exercised and no mark to market adjustments are expected going forward.<br>($ in thousands)<br>GPGI CompoSecure Husky Guidance |
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| Balance Sheet<br>41<br>Unaudited (GAAP and Non-GAAP)<br>Finished 4Q25 with over $126 million in net cash1<br>Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior consolidated presentation.<br>1. Net cash defined as cash and cash equivalents plus short-term investments, less current portion of long-term debt and long-term debt.<br>($ in thousands)<br>GPGI CompoSecure Husky Guidance<br>GAAP Non-GAAP GAAP<br>December 31, 2025 December 31, 2025 December 31, 2024<br>ASSETS<br>CURRENT ASSETS<br>Cash and cash equivalents $114,642 $271,601 $77,461<br>Short-term investments - 41,076 -<br>Accounts receivable - 44,220 47,449<br>Inventories, net - 44,214 44,833<br>Prepaid expenses and other current assets 5,446 8,571 4,159<br>Total Current Assets $120,088 $409,682 $173,902<br>Property and equipment, net and right of use asset - 30,701 28,852<br>Deferred tax asset 271,724 271,724 264,815<br>Other assets - 4,004 6,349<br>Equity method investment 125,455 - -<br>Total Assets $517,267 $716,111 $473,918<br>GAAP Non-GAAP GAAP<br>December 31, 2025 December 31, 2025 December 31, 2024<br>LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)<br>CURRENT LIABILITIES<br>Accounts payable $922 $12,736 $11,544<br>Accrued expenses 1,851 48,724 25,711<br>Deferred issuance costs - - -<br>Current portion of long-term debt - 15,000 11,250<br>Other current liabilities 16,193 22,092 27,817<br>Total Current Liabilities $18,966 $98,552 $76,322<br>Long-term debt, net of deferred finance costs - 169,791 184,389<br>Warrant liability - - 104,231<br>Lease liabilities - operating leases - 7,352 3,888<br>Tax receivable agreement liability 255,160 255,160 248,534<br>Total Liabilities $274,126 $530,855 $617,364<br>Stockholder's equity / (deficit) 243,141 185,256 (143,446)<br>Total Liabilities and Stockholder's Equity / (Deficit) $517,267 $716,111 $473,918 |
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| 4Q25 Earnings Per Share<br>42<br>Non-GAAP Reconciliation<br>Basic Earnings Per Share Diluted Earnings Per Share<br>($ in thousands, except per share amounts)<br>1. Includes the changes in fair value of warrant liability, make-whole provision of the previously outstanding exchangeable notes of GPGI Holdings, L.L.C. (f/k/a CompoSecure Holdings, L.L.C.) (the “Exchangeable Notes”) and earnout consideration liability.<br>2. Reflects current and deferred income tax expenses. For the three and twelve months ended December 31, 2025, it was calculated by applying the Company's assumed effective tax rate.<br>3. Applies treasury stock method with assumed exercise at average market price. No warrants were outstanding as of the three and twelve months ended December 31, 2025.<br>4. 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 three and twelve<br>months ended December 31, 2025.<br>GPGI CompoSecure Husky Guidance<br>2025 2024 2025 2024<br>Net income (loss) $43,324 ($48,358) ($136,005) ($83,162)<br>Add (less): Provision (benefit) for income taxes (16,020) 2,136 39,026 2,187<br>Add (less): Mark-to-market adjustments (1) (1,824) 61,971 208,059 171,817<br>Add: Stock-based compensation 5,989 5,966 22,777 21,235<br>Less: Proforma Management Fees - (3,253) (2,045) (13,159)<br>Add: Additional earnout cost - 3,680 4,967 3,680<br>Add: Husky transaction costs 4,271 - 7,077 -<br>Add: Loss on remeasurement of TRA Liability 3,465 - 3,465 -<br>Add: Secondary offering transaction costs - - - 586<br>Add: Debt refinance costs - - - 225<br>Add: Resolute transactions costs - - - 2,726<br> Add: Spin-Off costs - 6,119 5,452 6,119<br>Adjusted net income before tax $39,205 $28,261 $152,773 $112,254<br>Income tax expense (2) 8,617 6,138 33,580 24,382<br>Adjusted net income $30,588 $22,123 $119,193 $87,872<br>Common shares outstanding used in computing<br>net income per share, basic:<br>Class A common shares 126,057 91,371 110,517 83,834<br>Adjusted net income per share - basic $0.24 $0.24 $1.08 $1.05<br>Three Months Ended December 31, Twelve Months Ended December 31,<br>2025 2024 2025 2024<br>Adjusted net income $30,588 $22,123 $119,193 $87,872<br>Add: Interest on Exchangeable Notes net of tax (4) - (2,110) - 3,238<br>Adjusted net income used in computing net<br>income per share, diluted $30,588 $20,013 $119,193 $91,110<br>Common shares outstanding used in computing<br>earnings per share, diluted: 126,057 91,371 110,517 83,834<br>Warrants (3) 1,355 8,094 5,715 8,094<br>Exchangeable notes (4) - 5,795 - 11,629<br>Equity awards 6,568 4,901 4,728 3,411<br>Total shares outstanding used in computing<br>adjusted earnings per share - diluted 133,980 110,161 120,960 106,968<br>Adjusted net income per share - diluted $0.23 $0.18 $0.99 $0.85<br>Three Months Ended December 31, Twelve Months Ended December 31, |
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| Historical Pro Forma Non-GAAP Results<br>43<br>GPGI CompoSecure Husky Guidance<br>1. Reflects historical Non-GAAP results of GPGI, excluding corporate overhead at GPGI, Inc. which will be broken out separately in 2026 in Corporate.<br>2. Reflects pro forma management fees as if the management agreements with Resolute Holdings were in effect for the entire period.<br>3. “Parent Allocated Expense” per the management agreements with Resolute Holdings.<br>1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25<br>CompoSecure1,2<br>Non-GAAP Net Sales $104.0 $108.6 $107.1 $100.9 $103.9 $119.6 $120.9 $117.7<br>Pro Forma Adjusted EBITDA $35.6 $37.7 $38.1 $32.6 $34.8 $48.6 $49.8 $45.6<br>Margin 34.2% 34.7% 35.6% 32.3% 33.5% 40.6% 41.2% 38.8%<br>Husky<br>Non-GAAP Net Sales $314.7 $345.9 $343.1 $490.8 $306.8 $374.1 $367.0 $520.8<br>Pro Forma Adjusted EBITDA $69.7 $86.4 $85.1 $143.8 $63.9 $83.9 $89.6 $136.1<br>Margin 22.1% 25.0% 24.8% 29.3% 20.8% 22.4% 24.4% 26.1%<br>Corporate1,3<br>Pro Forma Adjusted EBITDA ($1.1) ($1.0) ($1.5) ($2.2) ($1.1) ($2.3) ($2.1) ($2.7)<br>GPGI, Inc<br>Non-GAAP Net Sales $418.7 $454.5 $450.2 $591.7 $410.7 $493.7 $487.9 $638.5<br>Pro Forma Adjusted EBITDA $104.2 $123.1 $121.7 $174.2 $97.7 $130.2 $137.3 $179.0<br>Margin 24.9% 27.1% 27.0% 29.4% 23.8% 26.4% 28.1% 28.0% |
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| 44<br>Historical Pro Forma Non-GAAP Reconciliations<br>CompoSecure, Husky, and Corporate<br>GPGI CompoSecure Husky Guidance<br>Note: Pro Forma Adjusted EBITDA includes the Management Fee that would have been paid had the CompoSecure Management Agreement been in effect from January 1, 2024.<br>Non-GAAP Reconciliation for CompoSecure 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25<br>Net Income $26.4 $27.9 $27.8 $28.1 $24.2 $38.9 $39.6 $35.4<br>Depreciation and amortization 2.2 2.4 2.3 2.2 2.4 2.5 2.5 2.6<br>Net interest expense (income) 5.8 5.7 5.6 (0.1) 2.3 1.9 1.9 1.8<br>Income tax expense (benefit) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0<br>Stock based compensation 4.2 5.0 5.4 5.3 5.6 5.0 5.6 5.7<br>Mark-to-market adjustments 0.3 (0.2) (0.5) 0.0 0.0 0.0 0.0 0.0<br>Transaction and refinance costs 0.0 0.2 0.9 0.3 1.4 0.2 0.2 0.0<br>Incremental pro-forma management fee (3.2) (3.3) (3.4) (3.3) (2.0) (0.0) (0.0) 0.0<br>Expenses incurred on behalf of Resolute Holdings prior to spin-off 0.0 0.0 0.0 0.0 1.0 0.0 0.0 0.0<br>CompoSecure Pro Forma Adjusted EBITDA $35.6 $37.7 $38.1 $32.6 $34.8 $48.6 $49.8 $45.6<br>Non-GAAP Reconciliation for Husky 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25<br>Net Income ($32.5) ($65.2) ($21.2) $46.7 $27.9 $3.4 ($111.9) ($32.6)<br>Depreciation and amortization 38.6 38.1 36.9 37.3 36.8 37.5 38.0 38.4<br>Net interest expense (income) 85.4 82.1 72.3 70.5 64.1 64.7 64.6 62.7<br>Income tax expense (benefit) (10.7) 17.4 0.2 0.1 (63.9) (38.4) 92.2 4.9<br>Stock based compensation 0.3 0.2 0.4 0.4 0.3 0.4 0.4 0.2<br>Mark-to-market adjustments 0.0 0.0 (8.0) 8.0 (5.0) 0.0 5.0 35.5<br>Transaction costs 0.0 0.0 0.0 0.0 0.0 0.0 0.0 20.9<br>Impairment 0.0 1.8 0.0 0.9 0.0 0.0 0.0 0.0<br>Loss on debt extinguishment 0.0 21.7 0.0 0.0 0.0 0.0 0.0 0.0<br>Business transformation and other (3.0) (1.3) 13.0 (11.1) 12.7 25.4 10.5 15.0<br>Platinum management fee 1.5 1.3 1.3 1.6 1.5 1.3 1.3 1.4<br>Incremental pro-forma management fee (9.9) (9.7) (9.8) (10.6) (10.5) (10.4) (10.5) (10.3)<br>Husky Pro Forma Adjusted EBITDA $69.7 $86.4 $85.1 $143.8 $63.9 $83.9 $89.6 $136.1<br>Non-GAAP Reconciliation for Corporate 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25<br>Net Income ($9.3) $5.7 ($113.3) ($76.5) ($2.7) ($65.0) ($214.3) $7.9<br>Net interest expense (income) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.3) (0.7)<br>Income tax expense (benefit) (0.8) 0.3 0.6 2.1 27.0 (1.8) 29.8 (16.0)<br>Stock based compensation 0.2 0.2 0.2 0.7 0.1 0.1 0.2 0.2<br>Mark-to-market adjustments 8.9 (7.5) 108.9 62.0 (29.2) 64.2 179.8 (1.8)<br>Loss on measurement of TRA liability 0.0 0.0 0.0 0.0 0.0 0.0 0.0 3.5<br>Transaction and refinance costs 0.0 0.4 2.0 5.8 3.6 0.2 2.6 4.3<br>Additional earnout costs 0.0 0.0 0.0 3.7 0.0 0.0 0.0 0.0<br>Corporate Pro-Forma Adjusted EBITDA ($1.1) ($1.0) ($1.5) ($2.2) ($1.1) ($2.3) ($2.1) ($2.7) |
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| Investor Relations<br>Contact<br>Kurt Schoen<br>ir@gpgi.com |
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