8-K
Resolute Holdings Management, Inc. (RHLD)
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): March 12, 2026
Resolute Holdings Management, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-42458 | 33-1246734 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 445 Park Avenue , Suite 5B<br>New York , NY **** | 10022 |
|---|---|
| (Address of Principal Executive Offices) | (Zip Code) |
( 212 ) 256-8405
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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 | Trading Symbol(s) | | Name of each exchange on which registered |
|---|---|---|---|
| Common stock, par value 0.0001 per share | RHLD | New York Stock Exchange |
All values are in US Dollars.
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, Resolute Holdings Management, Inc. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 of this Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | | Description |
|---|---|---|
| 99.1 | Press release, dated March 12, 2026, issued by Resolute Holdings Management, Inc. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: March 12, 2026
| RESOLUTE HOLDINGS MANAGEMENT, INC. | |
|---|---|
| By: | /s/ Kurt Schoen |
| Name: | Kurt Schoen |
| Title: | Chief Financial Officer |
Exhibit 99.1
| | |
|---|---|
| News Release |  |
Resolute Holdings Reports Fourth Quarter and Full Year 2025 Results
NEW YORK, NY, March 12, 2026 (GLOBE NEWSWIRE) – Resolute Holdings Management, Inc. (“Resolute Holdings”) (NYSE: RHLD), an operating management company responsible for providing management services to the operating businesses of GPGI, Inc. (“GPGI”) (NYSE: GPGI), today reported financial results for its fiscal fourth quarter and year ended December 31, 2025. Resolute Holdings reported fourth quarter earnings per share attributable to common stockholders of ($0.20) and Non-GAAP Fee-Related Earnings per share of ($0.04). For the year ended December 31, 2025, Resolute Holdings reported earnings per share attributable to common stockholders of ($0.69) and Non-GAAP Fee-Related Earnings per share of $0.11. As a result of and following the execution of the management agreement with Husky Holdings LLC in January 2026, we expect our fee stream and profitability to increase meaningfully in 2026.
As a result of the spin-off from GPGI and execution of the management agreement with GPGI Holdings, L.L.C. (“GPGI Holdings”), Resolute Holdings is required to consolidate the financial results of GPGI Holdings (and its subsidiaries, including Husky Holdings LLC) in accordance with U.S. GAAP. This presentation of financial results does not represent the underlying economics or the positive attributes of Resolute Holdings’ standalone business model, which consist of recurring, long-duration management fees and a relatively fixed expense base. The results of the Resolute Holdings standalone business and associated Non-GAAP Fee-Related Earnings calculation are included below to provide a clear picture of the economic performance of the business directly attributable to shareholders of RHLD. This release includes such results presented in accordance with U.S. GAAP, as well as certain Non-GAAP measures, including Fee-Related Earnings. See “Use of Non-GAAP Financial Measures” below.
Resolute Holdings Segment Financial Information (GAAP); Fee-Related Earnings and Fee-Related Earnings Per Share (Non-GAAP) ($ in thousands except per share figures)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three months | | | Year | |
| | | ended | | | ended | |
| | | December 31, 2025 | | | December 31, 2025 | |
| Management fees | | $ | 4,032 | | | 12,278 |
| Selling, general and administrative expenses | | | 5,877 | | | 17,567 |
| Income from operations | | | (1,845) | | | (5,289) |
| Total other income (expense) | | | 85 | | | 251 |
| Income (loss) before income taxes | | | (1,760) | | | (5,038) |
| Income tax (expense) | | | 45 | | | (885) |
| Net income (loss) | | | (1,715) | | | (5,923) |
| Net income (loss) attributable to non-controlling interest | | | — | | | — |
| Net income (loss) attributable to common stockholders | | | (1,715) | | | (5,923) |
| Net income (loss) per share attributable to common stockholders - diluted | | $ | (0.20) | | | (0.69) |
| | | | | | | |
| Adjustments to reconcile Fee-Related Earnings to net income (loss) attributable to common stockholders: | | | | | | |
| Add: Equity-based compensation at GPGI (1) | | | 1,376 | | | 5,157 |
| Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2) | | | — | | | 2,046 |
| Add: Spin-Off costs (3) | | | — | | | 290 |
| Net tax impact of adjustments (4) | | | — | | | (654) |
| Fee-Related Earnings | | | (339) | | | 916 |
| Fee-Related Earnings per share - diluted | | $ | (0.04) | | | 0.11 |
| (1) | Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI Equity Plan. Equity granted under the GPGI Equity Plan relates to GPGI Class A Common Stock and has no impact on Resolute Holdings ’ common stock outstanding. | |||||
| --- | --- | |||||
| (2) | Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025. | |||||
| --- | --- | |||||
| (3) | One-time costs associated with the Spin-Off from GPGI. | |||||
| --- | --- | |||||
| (4) | Tax-effect of adjustments at a 28% nominal tax rate. Only applied to those adjustments that would impact Resolute Holdings ’ taxes. Equity-based compensation expense under the GPGI Equity Plan is expensed for tax purposes at GPGI and not Resolute Holdings. | |||||
| --- | --- |
1
Exhibit – Structural Relationship & Non-GAAP Financial Summary
2
About Resolute Holdings Management, Inc.
Resolute Holdings (NYSE: RHLD) is an alternative asset management platform led by David Cote and Tom Knott that provides operating management services including the oversight of capital allocation strategy, operational practices, and M&A sourcing and execution at managed businesses under GPGI, Inc. Resolute Holdings brings a differentiated approach to long-term value creation through the systematic deployment of the Resolute Operating System, which is designed to create value at both the underlying managed businesses and at Resolute Holdings. For additional information on Resolute Holdings, please refer to Resolute Holdings’ filings with the U.S. Securities and Exchange Commission or please visit www.resoluteholdings.com.
Cautionary Note Concerning Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although Resolute Holdings believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, Resolute Holdings cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning Resolute Holdings’ expectations regarding personnel, the acquisition of Husky and the anticipated benefits thereof, potential future investments and opportunities, future platform acquisitions, limited profitability for the year ending December 31, 2025, revenues from management fees, the deployment of the Resolute Operating System, market opportunities, possible or assumed future actions, business strategies, events, or results of operations, and other matters, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect Resolute Holdings’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in Resolute Holdings’ forward-looking statements: the timing and amount of the management fees payable to Resolute Holdings, including unexpected fluctuations therein, unexpected changes in costs, risks associated with the implementation of the Resolute Operating System, unexpected market and macroeconomic developments, demand for Resolute Holdings’ services, the ability of Resolute Holdings to grow and manage growth profitably, compete within its industry and attract and retain its key employees; risks associated with the acquisition of Husky and the transactions related thereto including the anticipated benefits to GPGI and to Resolute Holdings of such transactions; the possibility that Resolute Holdings may be adversely impacted by other global economic, business, competitive and/or other factors, including but not limited to inflationary pressures, volatile interest rates, variable tariff policies or intensified disruptions in the global financial markets; the outcome of any legal proceedings that may be instituted against Resolute Holdings or others; future exchange and interest rates; and other risks and uncertainties, including those under “Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. Resolute Holdings undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. Resolute Holdings believes Fee-Related Earnings and Fee-Related Earnings per share are useful to investors in evaluating Resolute Holdings’ financial performance. Resolute Holdings believes that these non-GAAP financial measures depict the performance of the business and underlying economics attributable to Resolute Holdings common stockholders. Fee-Related Earnings and Fee-Related Earnings per share should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from Fee-Related Earnings and Fee-Related Earnings per share are significant components in understanding and assessing Resolute Holdings’ financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income, net income per share, or any other performance measures derived in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures used by other companies.
For investor inquiries, please contact:
Resolute Holdings
(212) 256-8405
info@resoluteholdings.com 3
Consolidated Balance Sheets
Resolute Holdings Management, Inc.
($ in thousands, except par value and share amounts)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| ASSETS | | | | | ||
| CURRENT ASSETS | | | | | ||
| Cash and cash equivalents | | $ | 161,369 | | $ | 71,589 |
| Short-term investments | | | 44,126 | | | — |
| Accounts receivable | | 44,220 | | 47,449 | ||
| Inventories, net | | 44,214 | | 44,833 | ||
| Prepaid expenses and other current assets | | 3,542 | | 2,696 | ||
| Deferred tax asset | | | 180 | | | 24 |
| Total current assets | | 297,651 | | 166,591 | ||
| | | | | | | |
| Property and equipment, net | | 21,803 | | 23,448 | ||
| Right of use assets, net | | 9,957 | | 5,404 | ||
| Derivative asset - interest rate swap | | — | | 2,749 | ||
| Deposits and other assets | | 4,004 | | 3,600 | ||
| Total assets | | $ | 333,415 | | $ | 201,792 |
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | ||
| CURRENT LIABILITIES | | | | | ||
| Accounts payable | | $ | 11,925 | | $ | 5,691 |
| Accrued expenses | | 48,363 | | 31,091 | ||
| Current portion of long-term debt | | 15,000 | | 11,250 | ||
| Current portion of lease liabilities – operating leases | | 2,239 | | 2,113 | ||
| Total current liabilities | | 77,527 | | 50,145 | ||
| | | | | | | |
| Long-term debt, net of deferred financing costs | | 169,791 | | 184,389 | ||
| Lease liabilities, operating leases | | 8,331 | | 3,888 | ||
| Total liabilities | | 255,649 | | 238,422 | ||
| | | | | | | |
| Commitments and contingencies (Note 17) | | — | | — | ||
| | | | | | | |
| Preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 shares issued and outstanding | | — | | — | ||
| Common stock, $0.0001 par value; 1,000,000,000 shares authorized, 8,500,694 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively. | | — | | — | ||
| Additional paid-in capital | | 18,883 | | 1,544 | ||
| Accumulated deficit | | (8,257) | | (2,334) | ||
| Treasury stock | | | (4,103) | | — | |
| Total stockholders' equity (deficit) | | 6,523 | | (790) | ||
| Non-controlling interest | | | 71,243 | | | (35,840) |
| Total equity (deficit) | | | 77,766 | | | (36,630) |
| Total liabilities and stockholders' equity (deficit) | | $ | 333,415 | | $ | 201,792 |
4
Consolidated Statements of Operations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended | ||||
| | | December 31, | ||||
| | | 2025 | | 2024 | ||
| Net sales | | $ | 462,055 | | $ | 420,571 |
| Cost of sales | | 201,843 | | 201,344 | ||
| Gross profit | | 260,212 | | 219,227 | ||
| Operating expenses: | | | | | ||
| Selling, general and administrative expenses | | 116,953 | | 92,680 | ||
| Income from operations | | 143,259 | | 126,547 | ||
| | | | | | | |
| Other income (expense): | | | | | ||
| Change in fair value of derivative liability - convertible notes redemption make-whole provision | | — | | 425 | ||
| Interest income | | 5,471 | | 4,579 | ||
| Interest expense | | (13,198) | | (20,177) | ||
| Amortization of deferred financing costs | | (629) | | (1,104) | ||
| Loss on extinguishment of debt | | | — | | | (148) |
| Total other expense, net | | (8,356) | | (16,425) | ||
| Income (loss) before income taxes | | 134,903 | | 110,122 | ||
| Income tax (expense) | | (885) | | 24 | ||
| Net income (loss) | | $ | 134,018 | | $ | 110,146 |
| | | | | | | |
| Net income (loss) attributable to non-controlling interest | | | 139,941 | | | 112,480 |
| | | | | | | |
| Net income (loss) attributable to common stockholders | | $ | (5,923) | | $ | (2,334) |
| | | | | | | |
| Net income (loss) per share attributable to common stockholders - basic & diluted | | $ | (0.69) | | $ | (0.27) |
| | | | | | | |
| Weighted average shares used to compute net income (loss) per share attributable to common stockholders - basic & diluted (in thousands) | | | 8,523 | | | 8,526 |
| | | | | | | |
5
Consolidated Statements of Cash Flows
Resolute Holdings Management, Inc.
($ in thousands)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended December 31, | ||||
| | | 2025 | | 2024 | ||
| | | | | | | |
| Cash flows from operating activities: | | | | | ||
| Net income (loss) | | $ | 134,018 | | $ | 110,146 |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | | | | | ||
| Depreciation and amortization | | 9,377 | | 9,174 | ||
| Equity-based compensation expense | | 26,799 | | 19,894 | ||
| Amortization of deferred financing costs | | 629 | | 1,155 | ||
| Non-cash operating lease expense | | 2,505 | | 2,336 | ||
| Non-cash interest | | | (1,106) | | | — |
| Loss on extinguishment of debt | | | — | | | 148 |
| Change in fair value of derivative liability – convertible notes redemption make-whole provisions | | — | | (425) | ||
| Changes in assets and liabilities | | | | | ||
| Accounts receivable | | 3,229 | | (6,961) | ||
| Inventories | | 619 | | 7,707 | ||
| Prepaid expenses and other assets | | (1,002) | | 2,321 | ||
| Accounts payable | | 6,234 | | 521 | ||
| Accrued expenses | | 17,272 | | 8,535 | ||
| Lease liabilities | | | (2,488) | | | (2,450) |
| Net cash provided by operating activities | | 196,086 | | 152,101 | ||
| | | | | | | |
| Cash flows from investing activities: | | | | | ||
| Purchase of property and equipment | | (6,857) | | (7,410) | ||
| Capitalized software costs | | (1,507) | | (1,035) | ||
| Purchases of short-term investments | | | (52,019) | | | — |
| Maturities of short-term investments | | | 3,000 | | | — |
| Sales of short-term investments | | | 5,999 | | | — |
| Investment in SAFE | | | — | | | (1,500) |
| Net cash used in investing activities | | (51,384) | | (9,945) | ||
| | | | | | | |
| Cash flows from financing activities: | | | | | ||
| Payment of GPGI Holdings term loan | | (11,250) | | (12,813) | ||
| Distributions to GPGI Holdings members | | (21,659) | | (84,897) | ||
| Contribution by GPGI Holdings | | | 11,869 | | | — |
| Contribution to Resolute Holdings | | | (11,869) | | | — |
| Payments for taxes related to net share settlement of GPGI equity awards | | (17,910) | | (8,944) | ||
| Share repurchases | | | (4,103) | | | — |
| Deferred finance costs related to GPGI Holdings debt modifications | | | — | | | (2,104) |
| Net cash used in financing activities | | (54,922) | | (108,758) | ||
| | | | | | | |
| Net increase (decrease) in cash and cash equivalents | | 89,780 | | 33,398 | ||
| | | | | | | |
| Cash and cash equivalents, beginning of period | | 71,589 | | | 38,191 | |
| | | | | | | |
| Cash and cash equivalents, end of period | | $ | 161,369 | | $ | 71,589 |
| | | | | | | |
| Supplementary disclosure of cash flow information: | | | | | ||
| Cash paid for interest expense | | $ | 12,769 | | $ | 20,608 |
| Supplemental disclosure of non-cash financing activities: | | | | | ||
| Consolidation of GPGI Holdings net assets (liabilities), excluding cash, from execution of CompoSecure Management Agreement | | $ | (98,508) | | $ | — |
| Operating lease ROU assets exchanged for lease liabilities | | $ | 6,613 | | $ | — |
| Derivative asset - interest rate swap | | $ | (2,749) | | $ | (2,509) |
6
Segment Statements of Operations and Non-GAAP Reconciliations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three months ended | | | Year ended | ||||||||||||||||||
| | | December 31, 2025 | | | December 31, 2025 | ||||||||||||||||||
| | | ( in thousands except per share figures) | | | ( in thousands except per share figures) | ||||||||||||||||||
| | | Resolute | | GPGI | | Intercompany/ | | | | | Resolute | GPGI | | Intercompany/ | | | | | |||||
| | | Holdings | | Holdings | | Eliminations | | Consolidated | | Holdings | Holdings | | Eliminations | | Consolidated | | |||||||
| Management fees | | | $ | — | | $ | (4,032) | | $ | — | | $ | 12,278 | $ | — | | $ | (12,278) | | $ | — | | |
| Product sales | | | | | 117,709 | | | — | | | 117,709 | | | — | | 462,055 | | | — | | | 462,055 | |
| Net sales | | | | | 117,709 | | | (4,032) | | | 117,709 | | | 12,278 | | 462,055 | | | (12,278) | | | 462,055 | |
| Cost of sales | | | | | 52,171 | | | — | | | 52,171 | | | — | | 201,843 | | | — | | | 201,843 | |
| Gross profit | | | | | 65,538 | | | (4,032) | | | 65,538 | | | 12,278 | | 260,212 | | | (12,278) | | | 260,212 | |
| Total selling, general and administrative expenses | | | | | 28,143 | | | (4,032) | | | 29,988 | | | 17,567 | | 113,474 | | | (14,088) | | | 116,953 | |
| Income from operations | | | | | 37,395 | | | — | | | 35,550 | | | (5,289) | | 146,738 | | | 1,810 | | | 143,259 | |
| Total other income (expense) | | | | | (1,980) | | | — | | | (1,895) | | | 251 | | (8,607) | | | — | | | (8,356) | |
| Income (loss) before income taxes | | | | | 35,415 | | | — | | | 33,655 | | | (5,038) | | 138,131 | | | 1,810 | | | 134,903 | |
| Income tax (expense) | | | | | — | | | — | | | 45 | | | (885) | | — | | | — | | | (885) | |
| Net income (loss) | | | | | 35,415 | | | — | | | 33,700 | | | (5,923) | | 138,131 | | | 1,810 | | | 134,018 | |
| Net income (loss) attributable to non-controlling interest | | | | | 35,415 | | | — | | | 35,415 | | | — | | 138,131 | | | 1,810 | | | 139,941 | |
| Net income (loss) attributable to common stockholders | | | | | — | | | — | | | (1,715) | | | (5,923) | | — | | | — | | | (5,923) | |
| Net income (loss) per share attributable to common stockholders - diluted | | | | | | | | | $ | (0.20) | | $ | (0.69) | | | | | | | $ | (0.69) | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Adjustments to reconcile fee-related earnings to net income (loss) attributable to common stockholders: | | | | | | | | | | | | | | | | | | | | | | | |
| Add: Equity-based compensation at GPGI (1) | | | | | | | | | | | 1,376 | | | 5,157 | | | | | | | | 5,157 | |
| Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2) | | | | | | | | | | | — | | | 2,046 | | | | | | | | 2,046 | |
| Add: Spin-Off costs (3) | | | | | | | | | | | — | | | 290 | | | | | | | | 290 | |
| Net tax impact of adjustments (4) | | | | | | | | | | | — | | | (654) | | | | | | | | (654) | |
| Fee-Related Earnings | | | | | | | | | | | (339) | | | 916 | | | | | | | | 916 | |
| Fee-Related Earnings per share - diluted | | | | | | | | | $ | (0.04) | | $ | 0.11 | | | | | | | $ | 0.11 | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Diluted weighted average shares used to compute: | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) per share attributable to common stockholders (in thousands) | | | | | | | | | | | 8,515 | | | 8,523 | | | | | | | | 8,523 | |
| Fee-Related Earnings per share (in thousands) | | | | | | | | | | | 8,591 | | | 8,550 | | | | | | | | 8,550 | |
All values are in US Dollars.
| (1) | Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI Equity Plan. Equity granted under the GPGI Equity Plan relates to GPGI Class A Common Stock and has no impact on Resolute Holdings ’ common stock outstanding. |
|---|---|
| (2) | Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025. |
| --- | --- |
| (3) | One-time costs associated with the Spin-Off from GPGI. |
| --- | --- |
| (4) | Tax-effect of adjustments at a 28% nominal tax rate. Only applied to those adjustments that would impact Resolute Holdings ’ taxes. Equity-based compensation expense under the GPGI Equity Plan is expensed for tax purposes at GPGI and not Resolute Holdings . |
| --- | --- |
7
Additional Information
Segment Balance Sheets
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | December 31, 2025 | | December 31, 2024 | ||||||||||||||||||
| | | ( in thousands) | | ( in thousands) | ||||||||||||||||||
| | | Resolute | | GPGI | | Intercompany/ | | | | | Resolute | | GPGI | | Intercompany/ | | | | ||||
| | | Holdings | | Holdings | | Eliminations | | Consolidated | | Holdings | | Holdings | | Eliminations | | Consolidated | ||||||
| ASSETS | | | | | | | | | | | | | | | | | | | | | | |
| CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | | $ | 156,959 | | $ | — | | $ | 161,369 | | | $ | 71,589 | | $ | — | | $ | 71,589 | ||
| Short-term investments | | | | | 41,076 | | | — | | | 44,126 | | | | | — | | | — | | | — |
| Accounts receivable | | | | | 44,220 | | | (4,032) | | | 44,220 | | | | | 47,449 | | | — | | | 47,449 |
| Inventories, net | | | | | 44,214 | | | — | | | 44,214 | | | | | 44,833 | | | — | | | 44,833 |
| Prepaid expenses and other current assets | | | | | 3,125 | | | — | | | 3,542 | | | | | 2,696 | | | — | | | 2,696 |
| Deferred tax asset | | | | | — | | | — | | | 180 | | | | | — | | | — | | | 24 |
| Total current assets | | | | | 289,594 | | | (4,032) | | | 297,651 | | | | | 166,567 | | | — | | | 166,591 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Property and equipment, net | | | | | 21,803 | | | — | | | 21,803 | | | | | 23,448 | | | — | | | 23,448 |
| Right of use assets, net | | | | | 8,898 | | | — | | | 9,957 | | | | | 5,404 | | | — | | | 5,404 |
| Derivative asset - interest rate swap | | | | | — | | | — | | | — | | | | | 2,749 | | | — | | | 2,749 |
| Deposits and other assets | | | | | 4,004 | | | — | | | 4,004 | | | | | 3,600 | | | — | | | 3,600 |
| Total assets | | | | | 324,299 | | | (4,032) | | | 333,415 | | | | | 201,768 | | | — | | | 201,792 |
| | | | | | | | | | | | | | | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | |
| Accounts payable | | | | | 11,814 | | | 66 | | | 11,925 | | | | | 5,691 | | | — | | | 5,691 |
| Accrued expenses | | | | | 46,873 | | | (4,032) | | | 48,363 | | | | | 30,954 | | | (677) | | | 31,091 |
| Current portion of long-term debt | | | | | 15,000 | | | — | | | 15,000 | | | | | 11,250 | | | — | | | 11,250 |
| Current portion of lease liabilities – operating leases | | | | | 2,160 | | | — | | | 2,239 | | | | | 2,113 | | | — | | | 2,113 |
| Total current liabilities | | | | | 75,847 | | | (3,966) | | | 77,527 | | | | | 50,008 | | | (677) | | | 50,145 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Long-term debt, net of deferred financing costs | | | | | 169,791 | | | — | | | 169,791 | | | | | 184,389 | | | — | | | 184,389 |
| Lease liabilities, operating leases | | | | | 7,352 | | | — | | | 8,331 | | | | | 3,888 | | | — | | | 3,888 |
| Total liabilities | | | | | 252,990 | | | (3,966) | | | 255,649 | | | | | 238,285 | | | (677) | | | 238,422 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Additional paid-in capital | | | | | — | | | — | | | 18,883 | | | | | — | | | — | | | 1,544 |
| Accumulated deficit | | | | | — | | | — | | | (8,257) | | | | | — | | | — | | | (2,334) |
| Treasury stock | | | | | — | | | — | | | (4,103) | | | | | | | | | | | |
| Total stockholders' equity (deficit) | | | | | — | | | — | | | 6,523 | | | | | — | | | — | | | (790) |
| Non-controlling interest | | | | | 71,309 | | | (66) | | | 71,243 | | | | | (36,517) | | | 677 | | | (35,840) |
| Total equity (deficit) | | | | | 71,309 | | | (66) | | | 77,766 | | | | | (36,517) | | | 677 | | | (36,630) |
| Total liabilities and stockholders' equity (deficit) | | | $ | 324,299 | | $ | (4,032) | | $ | 333,415 | | | $ | 201,768 | | $ | — | | $ | 201,792 |
All values are in US Dollars.
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