8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2025

CompoSecure, Inc.

(Exact Name of Registrant as Specified in its Charter)

(908) 518-0500

(Registrant’s telephone number, including area 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:

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. ☐

On June 10, 2025, Timothy Fitzsimmons, Chief Financial Officer (“CFO”) of CompoSecure, Inc. (the “Company”) informed the Company’s Board of Directors that he will retire from his position as of the date the Company names a successor CFO and such successor assumes the role, which is anticipated to occur in the second half of 2025, but no later than January 1, 2026 (the “Transition Date”). Mr. Fitzsimmons’ advance notice of his retirement allows lead time for the Company to conduct a comprehensive search for his replacement and for Mr. Fitzsimmons to assist with the orderly transition of duties to his successor.

Following his retirement as CFO, Mr. Fitzsimmons will serve as a consultant to the Company through January 1, 2027, and has entered into a Transition and Consulting Agreement, dated June 10, 2025, regarding the same to ensure an orderly transition to his successor. Provided Mr. Fitzsimmons remains employed with the Company through the Transition Date, he will continue to receive his base salary and employee benefits and will remain eligible to receive an incentive payment for 2025, in an amount depending on actual Company performance. In addition, if Mr. Fitzsimmons remains employed by or in the service of the Company through January 1, 2026 (or upon his earlier death or disability), he will also remain eligible for vesting of restricted stock units and performance-based restricted stock units that are scheduled to vest on January 1, 2026. From the period commencing on the Transition Date through January 1, 2027 (the “Consulting Term”), Mr. Fitzsimmons will be eligible to continue medical coverage for himself and his dependents through the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) at the Company’s expense and, provided he remains a consultant through the end of the Consulting Term (or upon his earlier death or disability), Mr. Fitzsimmons will remain eligible for vesting of restricted stock units and performance-based restricted stock units that are scheduled to vest on January 1, 2027. Mr. Fitzsimmons will also remain subject to restrictive covenants and provide the Company with a general release of claims.

The foregoing summary of the Transition and Consulting Agreement does not purport to be complete, and is qualified in its entirety by the full text of the Transition and Consulting Agreement, a copy of which is expected to be filed as an exhibit to the Company’s next quarterly report on Form 10-Q.

On June 11, 2025, the Company issued a press release announcing the matters set forth under Item 5.02 above.

The information set forth in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 (d) Financial Statements and Exhibits

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.

Document

CompoSecure Announces CFO Retirement; Reaffirms Previously Issued Full Year 2025 Guidance

•CompoSecure announces that Tim Fitzsimmons, its Chief Financial Officer, will retire from his position once a successor has been named and assumes the role, which is anticipated to occur in the second half of 2025, but no later than January 1, 2026.

•A comprehensive search will be launched for a CFO successor; Mr. Fitzsimmons will serve as a consultant commencing on his retirement date and through January 1, 2027 to ensure a smooth transition.

•CompoSecure reaffirms its previously issued full year 2025 guidance, which calls for mid-single digit growth in both Consolidated Net Sales and Pro Forma Adjusted EBITDA.

SOMERSET, N.J., June 11, 2025 – CompoSecure, Inc. (Nasdaq: CMPO), a leader in metal payment cards, security, and authentication solutions, today announced that after more than 13 years of service, its Chief Financial Officer, Tim Fitzsimmons will retire once a successor has been named and assumes the role, which is anticipated to occur in the second half of 2025, but no later than January 1, 2026. Mr. Fitzsimmons will then serve as a consultant to CompoSecure through January 1, 2027 to ensure a smooth transition with his successor.

Jon Wilk, President and CEO of CompoSecure, commented: “When Tim approached me about his desire to retire, it gave me the opportunity to reflect on his significant contributions and impact on CompoSecure. He’s played a central role supporting critical corporate transactions including our transition from private to public, the sale of a majority interest in CompoSecure and recent spin-off. He has built and maintained an outstanding lending group that has led to multiple debt financings to support our growth over the last ten years. Since I joined the company in 2016, Tim and I have worked closely to demonstrate the value a metal card can provide to our customers across the globe. As we seek a successor, I look forward to continuing to work alongside him in the coming months to further our financial discipline and accelerate the work we’ve started with the CompoSecure Operating System. Tim is leaving us in a strong position, and we are fully committed to a smooth and thoughtful transition that builds on this solid foundation.”

Tim Fitzsimmons, Chief Financial Officer, said: “Serving as CFO of CompoSecure for the past 13 years has been the most rewarding chapter of my professional career. I am deeply grateful to our founders John Herslow, Michele Logan, and Lou DaSilva for the opportunity to contribute as a member of the Senior Leadership Team, and for the strong, collaborative partnership I’ve shared with our current leadership. It has been a true privilege to lead the Finance and IT teams and to work with so many talented colleagues across the business throughout the years. I take great pride in the incredible journey we've shared—transforming CompoSecure from a family-owned business into a publicly traded company. Deciding to retire was a difficult choice rooted in family priorities, and it wasn’t an easy one. As I begin this next phase, I remain fully committed to working closely with my successor to ensure a seamless handover and I’m focused on delivering strong outcomes for investors as we progress. Even as I step away from the role, I’ll continue to cheer CompoSecure on—as a dedicated supporter and proud shareholder."

Dave Cote, CompoSecure’s Executive Chairman, further added: “I am thankful for the lasting impact Tim has made on CompoSecure. His leadership has been central to building the foundation of our business today. The progress we’ve made as a company is in no small part due to his commitment and dedication through the years. I am confident that his impact will be felt well into the future.”

CompoSecure Reaffirms Full Year 2025 Guidance

CompoSecure is reaffirming its previously issued full year 2025 guidance, which calls for mid-single digit growth in both Consolidated Net Sales and Pro Forma Adjusted EBITDA. As mentioned previously, this guidance includes payment of the Resolute Holdings management fee, on a pro forma basis, in 2024 and 2025.

About CompoSecure

Founded in 2000, CompoSecure (Nasdaq: CMPO) is a technology partner to market leaders, fintechs and consumers enabling trust for millions of people around the globe. The company 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 www.CompoSecure.com and www.GetArculus.com.

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 CompoSecure believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, CompoSecure cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning CompoSecure’s planned CFO transition, guidance for fiscal year 2025, possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. In some instances, these statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect CompoSecure’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in CompoSecure’s forward-looking statements:  the ability of CompoSecure to grow and manage growth profitably, maintain relationships with customers, compete within its industry, retain its key employees and complete the management transition described in this press release on the timeline anticipated

or at all; the possibility that CompoSecure 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 against CompoSecure 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 have been made or will be made with the Securities and Exchange Commission. CompoSecure 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.

Corporate Contact

Anthony Piniella Head of Communications, CompoSecure (917) 208-7724 apiniella@composecure.com

Investor Relations Contact

Sean Mansouri, CFA Elevate IR (720) 330-2829 CMPO@elevate-ir.com