Fourth Quarter 2025
Results compared to prior year period unless otherwise 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%, and Pro Forma Adj. EBITDA
margin of 36.5%, up 640 basis points
Full Year 2025
Results compared to prior year period unless otherwise 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%, and Pro Forma Adj. EBITDA
margin of 36.9%, up 408 basis points
Recent Business Developments
-- Completed business combination with Husky Technologies, rebranded to GPGI,
completed debt refinancing to extend maturities and support future growth,
and initiated a quarterly cash dividend
-- Appointed Graham Robinson as President & CEO of CompoSecure and Rob
Domodossola as President & CEO of Husky Technologies
Full Year 2026 Outlook
Following annual guidance is based upon expectations for the combined results of CompoSecure and Husky Technologies. Guidance for Non-GAAP Pro Forma Adjusted EBITDA includes payment of the Resolute Holdings management fee.
-- Pro Forma Adj. Net Sales of $2,183 to $2,228 million -- Pro Forma Adj. EBITDA of $620 to $650 million -- Pro Forma Adj. Free Cash Flow of $325 to $375 million -- Non-GAAP Year-end Net LTM Leverage less than 3.0x
NEW YORK, March 12, 2026 (GLOBE NEWSWIRE) -- GPGI, Inc. $(GPGI)$, 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 and Full Year 2025 at CompoSecure (Pre-Husky Transaction)
(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 management fee 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 in U.S. treasury bills as of December 31, 2025. (5) Pro Forma Adjusted EBITDA includes $14.3mm and $13.2mm management fee expense in FY25 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 treasury bills 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 Earnings Conference 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. $(RHLD)$ 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 December 31, 2025 and 2024
($ in thousands, except per share amounts)
(unaudited)
Three
GAAP to months
Non-GAAP ended
Operating December
Results Three months ended December 31, 2025 31, 2024
Equity Method
GAAP Adjustments Non-GAAP Non- GAAP
Elimination
of Equity Addition
As Method of As
Reported Investment Holdings 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
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 costs - 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, 2025 and 2024
($ in thousands, except per share amounts))
(unaudited)
GAAP to
Non-GAAP Year ended
Operating December 31,
Results Year ended December 31, 2025 2024
Equity Method
GAAP Adjustments Non-GAAP Non- GAAP
Elimination
of Equity Addition
As Method of As
Reported Investment Holdings 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 costs 5,452 6,119 Additional Earnout cost 4,967 3,680 Tungsten Transaction cost - 2,726 Debt refinance costs - 225 Husky transaction cost 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 year 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
December 31, 2025 and 2024
($ in thousands, except per share amounts)
(unaudited)
GAAP Non GAAP GAAP
-------------- -------------- ----------------
December 31, December 31, December 31,
2025 2025 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
asset - 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 finance 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 Statements of Cash Flows
($ in thousands) (unaudited)
Year Ended December 31,
------------------------------------------
2025 2025 2024
As reported Non GAAP As reported
CASH FLOWS 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 finance
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 cost - 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,
-------------------- -----------------------
2025 2024 2025 2024
(in thousands,
except per
share data)
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 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. (2) Reflects current and deferred income tax expenses. For the three and twelve months ended December 31, 2024 it was calculated using the Company's blended tax rate as if the Company did not have any non-controlling interest associated with its historical Up-C structure. For the three and twelve months ended December 31, 2025, it was calculated by applying the Company's assumed tax rate. This is the change from prior methodology. (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. (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 months ended December 31, 2025.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/3b7e844a-4e9e-4a8d-9f7e-11c6f40fc258
(END) Dow Jones Newswires
March 12, 2026 07:05 ET (11:05 GMT)