RHLD 10-K & 10-Q changes, risk factors and insider trading

Summary of Risk Factors Summary

An investment in our company is subject to a number of risks. These risks relate to our business, the businessbusinesses ofwe CompoSecure, which is operated throughmanage, CompoSecure Holdings,and the Spin-Off,Husky, our common stock (including the Spin-Off) and the securities market. Any of these risks and other risks could materially and adversely affect our business, results of operations, cash flows and financial condition and the actual outcome of matters as to which forward-looking statements are made in this Annual Report.Report on Form 10-K. Please read the information in the section captioned “Risk Factors” of this Annual Report for a description of the principal risks that we face. Some of the more significant challenges and risks we face include the following:

Additionally, for so long as our managed companies consist solely or primarily of CompoSecureGPGI Holdings and Husky Holdings, our growth prospects will be substantially dependent on our ability to effectively manage and expand CompoSecure’sthe business,businesses owned by these entities, including by successfully identifying, negotiating, completing and integrating strategic acquisitions. Our ability to expand CompoSecure’stheir businessbusinesses is subject to a number of risks, including the inability to identify satisfactory strategic acquisition targets, difficulties in successfully integrating acquired operations and businesses, loss of key personnel, diversion of management resources, financial risks including unanticipated liabilities and incremental compliance costs due to the acquisition of businesses subject to heavy regulation and risks associated with achieving cost synergies. If we are unable to expand CompoSecure’sthe business,businesses, or such attempts are more costly or less successful than anticipated, our financial condition and results of operations could be adversely impacted.

We expect to structure the management fee payable to us pursuant to any future management agreement to be based on the managed company’s respective financial results. We intend to select managed companies for management on the basis of anticipated future performance, considering such companies’ past results of operations and financial condition, macroeconomic conditions and other factors that our board of directors (our “Board”) deems advisable from time to time. However, our estimates of such fees will be based on the past results of operations of such managed companies and will require certain assumptions about their future performance, which may not be accurate. No assurance can be given that our estimates of future management fees to which we will be entitled will be correct during any particular period. The overall performance and financial results of other managed companies in the future, if any, may depend on factors beyond our control and may be subject to risks that differ from those that impact the business of CompoSecure.CompoSecure and/or Husky.

The CompoSecure Management Agreement provides,and Husky Management Agreement provide, and we expect that any management agreements we enter into with additional managed companies in the future will provide, for a management fee based on profitability metrics defined in each such management agreement, and these fees may impact our management priorities or cause us to select riskier managed company businesses. Certain of these measures may not be calculated in accordance with generally accepted accounting principles and may exclude the impact of certain costs, expenses and charges such as non-cash equity compensation expenses, depreciation and amortization, unrealized gains, losses or other non-cash items recorded in net income (loss) and non-recurring events, among others. For example, pursuant to the CompoSecure Management Agreement and the Husky Management Agreement, we will earn a quarterly management fee (without duplication) based on CompoSecureGPGI Holdings’ and Husky Holdings’ last 12 months’ Adjusted EBITDA, measured for the period ending on the fiscal quarter then ended as calculated in accordance with the CompoSecure Management Agreement.Agreement and the Husky Management Agreement, respectively. See “Item 1. Business – The CompoSecure Management Agreement – Management Fee.”.

While we generally intend to seek attractive returns primarily through the long-term management of the businesses of CompoSecureGPGI Holdings, Husky Holdings and of additional managed companies that we may identify from time to time, we may pursue additional business strategies and may modify or depart from our initial business strategy, process and techniques, in light of changing market conditions or other factors as we determine appropriate. For example, as our management agreements and the related obligations to provide management services will not create a mutually exclusive relationship between us, on the one hand, and any of our managed companies, including CompoSecureeach of GPGI Holdings and Husky Holdings, on the other, we may decide to focus our efforts on the management of the business of one or more of our managed companies including CompoSecureGPGI Holdings or Husky Holdings, a small number of managed companies, or we may pursue additional management agreements with additional managed companies in varied business sectors and/or geographic regions that provide for short- or long-term management of all or less than all of a managed company’s business. Additionally, any projections/estimates regarding the number, size or type of companies that we may manage, the manner in which we may manage such companies, or the fee arrangements that we may enter into with such companies (or similar estimates) are estimates based only on our intent as of the date of such statements and are subject to change due to market conditions and/or other factors.

The termination of the CompoSecure Management Agreement, the Husky Management Agreement or the management agreements that we may enter into with other companies from time to time, or the reduction of the management fees payable to us thereunder, would materially and adversely affect us.

TheEach of the CompoSecure Management Agreement willand the Husky Management Agreement initially have a term of 10 years, following which iteach will be subject to automatic renewal for successive 10-year periods. WeWe, on the one hand, and CompoSecureGPGI Holdings or Husky Holdings, on the other, will each have the right to terminate the CompoSecurerespective Managementmanagement Agreementagreement upon the occurrence of certain events, including certain events in connection with which CompoSecureGPGI Holdings or Husky Holdings, as applicable, will have the right to terminate the CompoSecurerespective Managementmanagement Agreementagreement without paying to us any termination fees. See “Item 1. Business – The CompoSecure Management Agreement – Termination Fees.” Additionally, following the initial term of the CompoSecurerespective Managementmanagement Agreement,agreement, the management fees payable to us thereunder could be reduced, including upon an election by us not to receive our management fee for a given quarterly period. See “Item 1. Business – The CompoSecure Management Agreement – Management Fees.” Furthermore, the management agreements that we may enter into with other companies from time to time may contain termination and renewal provisions, and those provisions may or not be similar to the termination and renewal provisions contained in the CompoSecure Management Agreement or the Husky Management Agreement. The termination of any management agreement, including the CompoSecure Management Agreement or the Husky Management Agreement, or the reduction of fees payable to us thereunder, would each have a material adverse impact on our financial condition and results of operations.

Our managed companies, including CompoSecureGPGI Holdings and Husky Holdings, may not be able to successfully fund future activities of new businesses on acceptable terms.

In order for our managed companies to undertake certain future business activities, including future strategic acquisitions, we expect that our managed companies, including CompoSecureGPGI Holdings and Husky Holdings, will need to raise capital primarily through the sale of additional shares of equity securities (including, in the case of GPGI Holdings, by GPGI) or through the incurrence of debt. The timing and size of such funding cannot be readily predicted, and our managed companies may need to obtain funding on short notice in order for them and for us to fully benefit from attractive opportunities. Such funding may not be available on terms favorable or acceptable to us or at all, which could limit our managed companies’ ability to undertake these business activities, and which in turn could materially adversely impact our ability to successfully pursue our strategy of growth.

We are dependent on our key management members to carry out our business strategies, including the management of CompoSecure Holdings, the identification and management of additionalour managed companies from time to time, and the execution of our business strategy described in the section titled “Item 1. Business.” Our future success depends to a significant extent on the continued service and coordination of our personnel, including our senior management team, particularly David Cote, our Executive Chairman, and Tom Knott, our Chief Executive Officer. The extent and nature of the experience of Mr. Cote, Mr. Knott and our other personnel and the nature of the relationships they have with external contacts, although not guarantees of positive results, are critical to the success of our business. Our personnel have significant management experience, and we cannot assure stockholders of their continued employment with us. The unplanned departure of any of our personnel could have a material adverse effect on our ability to implement our business strategy and could have a material adverse effect on our business, financial condition or results of operations. Furthermore, competition for experienced management personnel could require us to pay higher compensation and provide additional benefits to retain or attract qualified personnel, which could result in higher compensation expenses for us. Additionally, our management members’ other commitments may result in a conflict of interest in allocating their time between our operations and our management and operations of other businesses. See “Risks Related to Our Business —- Conflicts of interest with our directors, executive officers or other employees could damage our reputation and negatively impact our business.”

Potential conflicts of interest with our directors, executive officers or other employees. Our directors, executive officers and other employees, including Mr. Cote and Mr. Knott, may engage in other business activities. This may result in a conflict of interest in allocating their time between our operations and our management and operations of other businesses. Additionally, some of our directors, executive officers or other employees are or will be directors, executive officers, employees or direct or indirect holders of interests in CompoSecure and/or our other managed companies. In addition, our directors, executive officers and other employees are not expressly prohibited from investing in or managing other entities, including those that are in the same or similar line of business as our managed companies. Our management agreements and the related obligations to provide management services will not create a mutually exclusive relationship between us, on the one hand, and our managed companies, including CompoSecureGPGI Holdings and Husky Holdings, on the other. As a result, our directors, executive officers and other employees may have duties to these other entities, which duties could conflict with the duties they owe to us and could result in action or inaction detrimental to our business. One or more committees of our Board, excluding any directors who may have an interest or involvement, will review and address, as appropriate, certain actual or perceived conflicts of interest involving, among others, our executive officers or directors, and our related person transactions policy requires the review by one or more committees of our Board, excluding any directors who may have an interest or involvement, of certain transactions involving us and our directors, executive officers, 5% or greater stockholders and other related persons as defined under the policy. Nevertheless, potential or perceived conflicts could lead to investor dissatisfaction, harm our reputation or result in litigation or regulatory enforcement actions.

Interest of our directors, executive officers or other employees in our managed companies. Certain of our directors, executive officers and other employees, or their respective affiliates, directly or indirectly, currently hold and may in the future hold interests in CompoSecure,GPGI and may in the future hold interests in our other managed companies, in each case that differ from your interests in such companies. While we believe that these interests help align the interests of our directors, executive officers and other employees with those of our managed companies’ investors and provide a strong incentive to enhance the performance of our managed companies, these arrangements could also give rise to conflicts of interest. For example, pursuant to the CompoSecure Management Agreement and the Husky Management Agreement, we will have the ability to waive or defer any fees payable to us by CompoSecureGPGI Holdings and Husky Holdings, respectively, and we expect to negotiate additional management agreements such that we will have the ability to waive or defer fees payable from time to time from additional managed companies under their respective management agreements, and the interests of our directors, executive officers and other employees (or their respective affiliates) in such managed companies could influence our decisions whether to waive or defer any such fees. Additionally, our directors, executive officers and other employees may from time to time receive a portion of their compensation from our managed companies, which may influence the manner in which we manage such companies. Additionally, some of our directors, executive officers or other employees (or their respective affiliates) may also have or make personal investments in entities that are not affiliated with us that may compete for the same management opportunities, which likewise could give rise to potential conflicts of interest.

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

CompoSecure’sThe two largest customers of the CompoSecure business are JPMorgan Chase and American Express. Together, these customers represented approximately 63%55% and 71%62% of CompoSecure Holdings’the net sales of the CompoSecure business for the years ended December 31, 20242025 and 2023,2024, respectively. CompoSecure’sThe ability of the CompoSecure business to meet its customers’ high-quality standards in a timely manner is critical to its business success. If the CompoSecure business is unable to provide its products and services at high quality and in a timely manner, its customer relationships may be adversely affected, which could result in the loss of customers.

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

CompoSecure’s future growth may depend upon its ability to develop, introduce, manufacture and commercializeCommercializing new products, whichproducts can be a lengthy and complex process. If the CompoSecure business is unable to introduce new products and services in a timely manner, its business could be materially adversely affected.

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

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

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

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

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

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

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

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

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

U.S.Economic tensions and changes in international marketstrade policies, including new tariffs introduced by the U.S. last year could impact the market for our products and particularlyservices. In particular, a portion of the rapidlyraw evolvingmaterials digitalused assetsby industry,us to manufacture our products are experiencingobtained, uncertaindirectly andor volatileindirectly, economicfrom conditions,companies includinglocated outside of the warUnited in Ukraine, the ongoing conflict in Israel, Gaza and the surrounding areas, sustained inflation, threats or concerns of recession, and supply chain disruptions. These conditions make it extremely difficult for CompoSecure Holdings and its suppliers to accurately forecast and plan future business activities.States. Additionally, a significant downturn in the domestic or global economy may cause our existing customers of CompoSecure Holdings to pause or delay orders and prospective customers to defer new projects. Together, these circumstances create an environment in which it is challenging for CompoSecure Holdingsus to predict future operating results. If these uncertain business, macroeconomic or political conditions continue or further decline, theour business, financial condition and results of operations of CompoSecure Holdings could be materially adversely affected.

Cost ofNet Sales

GPGI, through its wholly owned subsidiaries, GPGI Holdings and Husky Holdings, is a permanent capital platform designed to acquire, own, and scale high-quality businesses that hold “great positions in good industries.” The Resolute Holdings and GPGI structure is designed to eliminate the constraints found in traditional corporate structures to attract great operators to lead and manage each business within GPGI. The leaders of each operating business benefit from the support and experience of Resolute Holdings, allowing them to focus on operating their respective businesses without the external responsibilities associated with managing a public company. GPGI has evolved from a single operating business into a diversified permanent capital platform that is comprised of two market leading businesses, CompoSecure and Husky, each wholly owned by GPGI Holdings and operating under the CompoSecure, L.L.C. (together with its subsidiaries, “CompoSecure LLC”) and Husky Holdings legal entities, respectively.

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

Pursuant to the CompoSecure Management Agreement, GPGI Holdings pays Resolute Holdings a quarterly management fee (the “CompoSecure Management Fee”), payable in arrears, in a cash amount equal to 2.5% of GPGI Holdings’ last 12 months’ Adjusted EBITDA, as defined in the CompoSecure Management Agreement, measured for the period ending on the fiscal quarter then ended (“CompoSecure Management Agreement Adjusted EBITDA”). CompoSecure Management Agreement Adjusted EBITDA reflects (a) GPGI Holdings’ earnings before interest, taxes, depreciation, depletion and amortization, extraordinary losses and expenses, one-time and non-recurring expenses, and the CompoSecure Management Fee, less (b) GPGI’s selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense,Expense”, as defined in the CompoSecure Management Agreement.Agreement). CompoSecure Management Agreement Adjusted EBITDA is calculated without duplication of Husky Holdings’ Adjusted EBITDA and its share of Parent Allocated Expense (“each as defined in the Husky Management Agreement Adjusted EBITDA”). GPGI Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of GPGI Holdings other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to GPGI Holdings under the CompoSecure Management Agreement. Resolute Holdings will determine, in its sole and absolute discretion, whether a cost or expense will be borne by Resolute Holdings or by GPGI Holdings.

On November 2, 2025, GPGI entered into a Share Purchase Agreement with entities affiliated with Platinum Equity LLC (“Platinum Equity”) pursuant to which GPGI would combine with Husky Technologies Limited for an enterprise value of approximately $4,976.0, financed with debt, cash, and shares of GPGI’s Class A Common Stock (“Husky Transaction”) (see Note 3). The Husky Transaction was completed on January 12, 2026. In conjunction with the closing of the Husky Transaction, Husky Holdings and Resolute Holdings entered into a management agreement (the “Husky Management Agreement”) on substantially identical terms as the CompoSecure Management Agreement, pursuant to which Resolute Holdings is responsible for managing the day-to-day business and operations and overseeing the strategy of Husky Holdings and its controlled affiliates in exchange for payment of a quarterly management fee2026 (“Husky ManagementTransaction FeeDate”), whichand isprovides calculatedthe withoutCompany duplicationwith ofmarket CompoSecureand Managementrevenue Agreementdiversification, Adjustedincreased EBITDA.scale, and reduces customer concentration.

Management’s discussion and analysis of the Company’s financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 only includes the results of Husky Holdings from the completion of the Husky Transaction on January 12, 2026.

Other income (expense) primarily consist of interest expense net of any interest income and deferred financing costs and lossgains or losses from extinguishment of debt.

Three months ended MarchJune 31,30, 2026 vs. three months ended MarchJune 31,30, 2025

The Company’s net sales for the quarter ended MarchJune 31,30, 2026 increased $303.9by million$353.6 to $407.8 million$473.2 compared to $103.9 million$119.6 for the quarter ended MarchJune 31,30, 2025. The increase was driven by the acquisition of Husky, along with an organic 12% increase in sales at CompoSecure, which were up 26%.CompoSecure. Resolute Holdings’ net sales increased due to the execution of the Husky Management Agreement,Agreement and higher organic Adjusted EBITDA at CompoSecure, and a full quarter of fees from the CompoSecure Management Agreement versus the prior year.CompoSecure.

The Company’s gross profit for the quarter ended MarchJune 31,30, 2026 increased $101.0by million$96.2 to $155.6 million$165.0 compared to $54.5 million$68.8 for the quarter ended MarchJune 31,30, 2025 primarily due to the acquisition of Husky. The gross profit margin decreased to 38%,35%, compared to 53%58% in the prior year due to Husky having lower gross margins than CompoSecure, along with higher depreciation and amortization due to purchase accounting, partially offset by higher margins at CompoSecure driven by higher volumes and improved operational execution from the implementation of the Resolute Operating System.

The Company’s selling, general and administrative expenses increased $133.7by million$101.6 to $162.6 million$129.8 for the quarter ended MarchJune 31,30, 2026 compared to $28.9 million$28.2 for the quarter ended MarchJune 31,30, 2025 due primarily to the acquisition of Husky. The Company recognized a $1.2 million foreign currency gain.

Income (loss) from operations for the quarter ended MarchJune 31,30, 2026 decreased $31.4by million$5.4 to $(5.8) million$35.2 compared to $25.6 million$40.6 for the quarter ended MarchJune 31,30, 2025. The decrease was primarily attributable to intangible amortization and higher expenses associated with the acquisition of Husky, partially offset by improved operating performance at CompoSecure. Operating margin for the quarter ended MarchJune 31,30, 2026 decreased by 26%,27%, to (1)%,7%, compared to 25%34% for the quarter ended MarchJune 31,30, 2025 due to the acquisition of Husky, partially offset by higher margins at CompoSecure.

The Company’s income tax benefitexpense for the quarter ended MarchJune 31,30, 2026 was $49.8$42.8 million compared to an expense of $0.6$0.3 million for the quarter ended MarchJune 31,30, 2025 due to thehigher lossincome before income taxes primarilyand froma transactionhigher debt related expenses associated with the acquisitionpercentage of Husky.income subject to income tax.

The following tabletables presentspresent the Company’s results of operations by reportable segment for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

The following tables present the balance sheets of Resolute Holdings, GPGI Holdings, and the Company as of MarchJune 31,30, 2026 and December 31, 2025:

The following unaudited table presents the reconciliation of U.S. GAAP net income attributable to common stockholders to non-GAAP Fee-Related Earnings and Fee-Related Earnings per share for the three and six months ended MarchJune 31,30, 2026:

Critical accounting policies are detailed in the 2025 Annual Report and reference is made to Note 2 of the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for critical accounting policies adopted since the 2025 Annual Report, including under the headings “Reclassifications”, “Foreign Currency Translation and Transactions”, “Restricted Cash”, “Derivatives and Hedging Activities”, “Business Combinations”, and “Revenue Recognition”.

Resolute Holdings’ primary sources of liquidity are revenue derived from the management agreements with its managed companies, its existing cash and cash equivalents balances, short-term investments, and borrowings on Resolute Holdings’ revolving credit facility.facility and term loan. GPGI Holdings’ primary sources of liquidity are its existing cash and cash equivalents, short-term investments, cash flows from operations, and borrowings on the GPGI Holdings term loan, revolving credit facility, and senior secured notes as detailed in Note 11 of the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q. The Company’s primary cash requirements at Resolute Holdings and GPGI Holdings include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment and software)., and share repurchases.

As of MarchJune 31,30, 2026, the Company had cash and cash equivalents and restricted cash of $120.1 million,$117.0, consisting of $5.0 million$9.9 at Resolute Holdings and $115.1 million$107.1 at GPGI Holdings. The Company had debt principal outstanding of $40.0 million$90.0 at Resolute Holdings and $2,175.0 million$2,115.0 at GPGI Holdings. As of December 31, 2025, the Company had cash and cash equivalents of $161.4 million,$161.4, consisting of $4.4 million at Resolute Holdings and $157.0 million at GPGI Holdings. As of December 31, 2025, the Company had short-term investments comprised of US treasury bills of $44.1 million,$44.1, consisting of $3.1 million at Resolute Holdings and $41.1 million$41.0 at GPGI Holdings. As of December 31, 2025, the Company had debt principal outstanding of $186.3 million at GPGI Holdings.

On January 12, 2026, following the closing of the Husky Transaction, GPGI Holdings repaid in full all outstanding obligations under its credit agreement then in place and assumed approximately $2.8 billion$2,800.0 of debt from Husky and entered into a $350 million$350.0 delayed draw term loan. On January 14, 2026, GPGI Holdings refinanced the assumed $3.1 billion$3,150.0 of debt and entered into a new credit facility (the “GPGI Holdings Credit Facility”) consisting of a $1.2 billion$1,200.0 term loan maturing in 2033 and a $400.0 million revolving credit facility maturing in 2031,2031 and also issued $900.0 million in 5.625% Senior Secured Notes due 2033 (“GPGI Holdings Senior Notes”). On February 20, 2026, Resolute Holdings refinanced its existing $5.0 million revolving credit facility with a new $30.0 million revolving credit facility (“Resolute Revolver”) maturing in February 2031 (as amended, the “Resolute Credit Facility”). The Resolute Credit FacilityRevolver was subsequently increased to $40.0 million during March 2026. On May 7, 2026, Resolute Holdings entered into a second amendment to the Resolute Credit Facility that provides for new term loan commitments in an aggregate principal amount of $60.0 million(“Resolute Term Loan”) and increases the rate of interest for revolving and term loan borrowings. SeeThe NoteResolute 21Term Loan will mature on the third anniversary of the unauditedeffective condenseddate consolidatedof financialthe statementssecond amendment and amortize in thisquarterly Quarterlyinstallments Reportcommencing onSeptember Form30, 10-Q.2026.

Resolute Holdings and GPGI Holdings are distinct legal entities and operating businesses that must separately maintain sufficient liquidity independent of each other. Debt at each entity is non-recourse to the other. Resolute Holdings is dependent on payment of the management fees from its managed companies to maintain sufficient liquidity. The Company believes that the cash flows from operations and available cash and cash equivalents and short-term investments, as well as the availability of a $40.0 million revolving credit facility and $60.0 term loan at Resolute Holdings, are sufficient to meet the liquidity needs of Resolute Holdings for at least the next 12 months from the date of filing of this Form 10-Q. The Company believes that the cash flows from operations and available cash and cash equivalents and short-term investments, as well as the availability of a $400.0 million revolving credit facility at GPGI Holdings, are sufficient to meet the liquidity needs of GPGI Holdings, including the repayment of its outstanding debt, for at least the next 12 months from the date of filing of this Form 10-Q.

The Company anticipates that to the extent Resolute Holdings requires additional liquidity, it shall do so through borrowings on the Resolute Credit Facility, the incurrence of other indebtedness, or a combination thereofthereof, and offering of its securities in capital markets. The Company anticipates that to the extent GPGI Holdings requires additional liquidity, it shall do so through borrowings on its revolving credit facility, the incurrence of other indebtedness, or a combination thereof and offering of securities of GPGI in capital markets. The Company cannot be assured that each of Resolute Holdings and GPGI Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of Resolute Holdings and GPGI Holdings and their ability to meet their respective obligations and fund their capital requirements are also dependent on their respective future financial performance, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, the Company cannot be assured that its business will generate sufficient cash flows from operations or that future borrowings will be available from additional indebtedness or otherwise to meet its liquidity needs. Although the Company has no specific current plans to do so, if the Company decides to pursue one or more significant acquisitions, the Company may incur additional debt to finance such acquisitions.

Cash used in the Company’s operating activities for the threesix months ended MarchJune 31,30, 2026 was $(116.8) million$23.2 compared to cash provided by operating activities of $18.4 million$67.4 during the threesix months ended MarchJune 31,30, 2025. The decrease in cash provided by operating activities of $135.2 million$90.6 was primarily attributable to seasonallyhigher lowerinterest earningsexpense at Huskypaid, and the payment of transaction costs, including debt breakage fees,fees associated with the acquisition of Husky.

Cash used in the Company’s investing activities for the threesix months ended MarchJune 31,30, 2026 was $632.6 million$648.0 primarily due to the acquisition of Husky, capital expenditures of $7.4 million, and capitalized software expenditures of $4.3 million$27.1, partially offset by the maturities and sales of short-term investments of $44.1 million.$41.1.

Net Cash Provided by ( Used in) Financing Activities

Cash provided by the Company’s financing activities for the threesix months ended MarchJune 31,30, 2026 was $711.0 million$623.0 compared to cash used in the Company’s financing activities for the threesix months ended MarchJune 31,30, 2025 of $17.8 million.$36.3. Cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 primarily related to cash contributions by GPGI of $2,016.8 million$2,120.3 and proceeds from the issuance of debt net of discounts of $2,563.5,$2,623.5, partially offset by debt repayment of $3,309.1,$3,379.3, repayment of preference share capital of $457.4, distributions by GPGI Holdings to GPGI of $131.7, share repurchases of Resolute Holdings common stock of $38.0 million,$87.5, debt issuance costs of $38.2 million,$38.3, and $26.6 million of payments for taxes related to net share settlement of GPGI equity awards. Cash used in financing activities for the threesix months ended MarchJune 31,30, 2025 primarily related to a distribution by GPGI Holdings to GPGI of $15.9, payments for taxes related to net share settlement of GPGI equity awards of $15.3 million$15.4 and repayment of scheduled principal payments of debtthe GPGI Holdings old term loan of $2.5 million.$5.0.

A summary of our minimum contractual obligations related to our material outstanding contractual commitments is included in the 2025 Annual Report. Our long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. As of MarchJune 31,30, 2026, the Company has purchase commitments with suppliers of approximately $43.3,$42.2, includingof $30.9which $11.1 is expected in 2026.