Resolute Holdings Management, Inc.

Previous wording

Resolute Holdings Management, Inc. (“Resolute Holdings”) intends to provide operating management services to generate recurring, long-duration management fees from CompoSecure Holdings L.L.C. (“CompoSecure Holdings”) and other companies it may manage in the future. Resolute Holdings will apply a differentiated approach of value creation through the systematic deployment of the Resolute Operating System to drive performance at businesses it manages with the intention of creating value at both the underlying managed businesses, including CompoSecure Holdings, and at Resolute Holdings. Resolute Holdings will also apply its M&A and capital markets expertise to drive inorganic growth of its managed businesses.

Current wording

Resolute Holdings Management, Inc. (“Resolute Holdings”) provides operating management services to generate recurring, long-duration management fees from CompoSecure Holdings L.L.C. (“CompoSecure Holdings”) and other companies it may manage in the future. Resolute Holdings applies a differentiated approach of value creation through the systematic deployment of the Resolute Operating System to drive performance at businesses it manages with the intention of creating value at both the underlying managed businesses, including CompoSecure Holdings, and at Resolute Holdings. Resolute Holdings also applies its M&A and capital markets expertise to drive inorganic growth of its managed businesses.

Previous wording

On February 28, 2025, CompoSecure distributed all shares of common stock of its wholly owned subsidiary, Resolute Holdings, on a pro rata basis to the holders of CompoSecure’s Class A Common Stock as of the February 20, 2025 record date (“Spin-Off”). Each stockholder of record who held shares of CompoSecure Class A Common Stock as of the close of business on February 20, 2025, received one share of Resolute Holdings common stock for every twelve shares of CompoSecure common stock then held. On February 28, 2025, Resolute Holdings started trading regular-way on The Nasdaq Stock Market LLC under the ticker symbol “RHLD”.

Current wording

On February 28, 2025, CompoSecure distributed all shares of common stock of its wholly owned subsidiary, Resolute Holdings, on a pro rata basis to the holders of CompoSecure’s Class A Common Stock as of the February 20, 2025 record date (“Spin-Off”). Each stockholder of record who held shares of CompoSecure Class A Common Stock as of the close of business on February 20, 2025, received one share of Resolute Holdings common stock for every twelve shares of CompoSecure common stock then held. On February 28, 2025, Resolute Holdings started trading regular-way on The Nasdaq Stock Market LLC under the ticker symbol “RHLD”. On September 23, 2025, Resolute Holdings transferred the listing of its common stock to the New York Stock Exchange where it continues to trade under the ticker symbol “RHLD”.

Previous wording

CompoSecure 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) CompoSecure’s selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense”, as defined in the CompoSecure Management Agreement). CompoSecure Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of CompoSecure Holdings other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to CompoSecure 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 CompoSecure Holdings.

Current wording

Pursuant to the CompoSecure Management Agreement, CompoSecure Holdings pays Resolute Holdings a quarterly management fee (the “CompoSecure Management Fee”), payable in arrears, in a cash amount equal to 2.5% of CompoSecure Holdings’ last 12 months’ Adjusted EBITDA, as defined in the Management Agreement, measured for the period ending on the fiscal quarter then ended (“Management Agreement Adjusted EBITDA”). Management Agreement Adjusted EBITDA reflects a) CompoSecure 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) CompoSecure’s selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense”, as defined in the CompoSecure Management Agreement). CompoSecure Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of CompoSecure Holdings other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to CompoSecure 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 CompoSecure Holdings.

Previous wording

The Company’s net sales for the quarter ended June 30, 2025 increased $11.0 million to $119.6 million compared to $108.6 million for the quarter ended June 30, 2024. The increase was driven by an increase in domestic sales in CompoSecure Holdings’ premium payment card business, which was up 22%, offset by international sales which were down 35%.

Current wording

The Company’s net sales for the quarter ended September 30, 2025 increased $13.7 million to $120.9 million compared to $107.1 million for the quarter ended September 30, 2024. The increase was driven by an increase in domestic sales in CompoSecure Holdings’ premium payment card business, which was up 31%, offset by international sales which were down 42%.

Previous wording

Domestic: The Company’s domestic net sales for the quarter ended June 30, 2025 increased $19.1 million, or 22%, to $104.3 million compared to $85.2 million for the quarter ended June 30, 2024. The increase was due to higher volumes from new and existing customers.

Current wording

Domestic: The Company’s domestic net sales for the quarter ended September 30, 2025 increased $25.1 million, or 31%, to $105.1 million compared to $80.0 million for the quarter ended September 30, 2024. The increase was primarily due to higher volumes from new and existing customers.

Previous wording

International: The Company’s international net sales for the quarter ended June 30, 2025 decreased $8.1 million, or 35%, to $15.3 million compared to $23.4 million for the quarter ended June 30, 2024. CompoSecure Holdings’ international customer base is comprised of a larger population of smaller customers compared to the domestic customer base. The timing of certain customer orders negatively impacted sales compared to the quarter ended June 30, 2024.

Current wording

International: The Company’s international net sales for the quarter ended September 30, 2025 decreased $11.3 million, or 42%, to $15.8 million compared to $27.1 million for the quarter ended September 30, 2024. CompoSecure Holdings’ international customer base is comprised of a larger population of smaller customers compared to the domestic customer base. The timing of certain customer orders negatively impacted sales compared to the quarter ended September 30, 2024.

Previous wording

The Company’s gross profit for the quarter ended June 30, 2025 increased $12.7 million, or 23%, to $68.8 million compared to $56.1 million for the quarter ended June 30, 2024, and the gross profit margin increased to 58%, compared to 52% in the prior year. The increase was driven by higher volumes, mix, and improved operational execution.

Current wording

The Company’s gross profit for the quarter ended September 30, 2025 increased $15.9 million, or 29%, to $71.3 million compared to $55.4 million for the quarter ended September 30, 2024, and the gross profit margin increased to 59%, compared to 52% in the prior year. The increase was driven by higher volumes, mix, and improved operational execution from the implementation of the Resolute Operating System.

Previous wording

The Company’s operating expenses increased $5.5 million, or 24%, to $28.2 million for the quarter ended June 30, 2025 compared to $22.7 million for the quarter ended June 30, 2024. The increase was primarily due to incremental salaries and equity based compensation expense from hiring employees at Resolute Holdings.

Current wording

The Company’s operating expenses increased $7.3 million, or 32%, to $29.9 million for the quarter ended September 30, 2025 compared to $22.6 million for the quarter ended September 30, 2024. The increase was primarily due to incremental salaries and equity based compensation expense from hiring employees at Resolute Holdings.

Previous wording

Income from operations for the quarter ended June 30, 2025 increased $7.2 million, or 22%, to $40.6 million compared to $33.4 million for the quarter ended June 30, 2024. The increase was primarily attributable to an increase in revenue, partially offset by higher operating expenses. Operating margin for the quarter ended June 30, 2025 increased by 3%, to 34%, compared to 31% for the quarter ended June 30, 2024. The increase in operating margin was primarily attributable to the increase in gross margin, partially offset by higher operating expenses.

Current wording

Income from operations for the quarter ended September 30, 2025 increased $8.6 million, or 26%, to $41.5 million compared to $32.8 million for the quarter ended September 30, 2024. The increase was primarily attributable to an increase in revenue and gross margin, partially offset by higher operating expenses. Operating margin for the quarter ended September 30, 2025 increased by 3%, to 34%, compared to 31% for the quarter ended September 30, 2024. The increase in operating margin was primarily attributable to the increase in gross margin, partially offset by higher operating expenses.

Previous wording

Other expense for the quarter ended June 30, 2025 decreased $3.4 million, to $2.0 million, compared to $5.5 million for the quarter ended June 30, 2024. The decrease in other expense was primarily due to lower interest expense as a result of the Exchangeable Notes being exchanged and extinguished during the fourth quarter of 2024.

Current wording

Other expense for the quarter ended September 30, 2025 decreased $3.0 million, to $2.0 million, compared to $5.0 million for the quarter ended September 30, 2024. The decrease in other expense was primarily due to lower interest expense as a result of the Exchangeable Notes being exchanged and extinguished during the fourth quarter of 2024.

Previous wording

The Company’s income tax expense for the quarter ended June 30, 2025 was $0.3 million compared to $0.0 million for the quarter ended June 30, 2024 due to Resolute Holdings being taxed as a corporation compared to CompoSecure Holdings as a pass-through entity in the prior period.

Current wording

The Company’s income tax expense for the quarter ended September 30, 2025 was $0.1 million compared to $0.0 million for the quarter ended September 30, 2024 due to Resolute Holdings being taxed as a corporation compared to CompoSecure Holdings as a pass-through entity in the prior period.

Previous wording

The Company’s net sales for the six months ended June 30, 2025 increased $10.9 million to $223.5 million compared to $212.6 million for the six months ended June 30, 2024. The increase was driven by a 9% increase in domestic sales in CompoSecure Holdings’ premium payment card business, offset by international sales which were down 14%.

Current wording

The Company’s net sales for the nine months ended September 30, 2025 increased $24.6 million to $344.3 million compared to $319.7 million for the nine months ended September 30, 2024. The increase was driven by a 16% increase in domestic sales in CompoSecure Holdings’ premium payment card business, partially offset by international sales which were down 26%.

Previous wording

Domestic: The Company’s domestic net sales for the six months ended June 30, 2025 increased $15.9 million, or 9%, to $193.8 million compared to $178.0 million for the six months ended June 30, 2024. The increase was due to higher volumes from new and existing customers.

Current wording

Domestic: The Company’s domestic net sales for the nine months ended September 30, 2025 increased $40.9 million, or 16%, to $298.9 million compared to $258.0 million for the nine months ended September 30, 2024. The increase was due to higher volumes from new and existing customers.

Previous wording

base is comprised of a larger population of smaller customers compared to the domestic customer base. The timing of certain customer orders negatively impacted sales compared to the six months ended June 30, 2024.

Current wording

International: The Company’s international net sales for the nine months ended September 30, 2025 decreased $16.3 million, or 26%, to $45.4 million compared to $61.7 million for the nine months ended September 30, 2024. CompoSecure Holdings’ international customer base is comprised of a larger population of smaller customers compared to the domestic customer base. The timing of certain customer orders negatively impacted sales compared to the nine months ended September 30, 2024.

Previous wording

The Company’s gross profit for the six months ended June 30, 2025 increased $12.1 million, or 11%, to $123.3 million compared to $111.3 million for the six months ended June 30, 2024, while the gross profit margin increased by 3% to 55%. The increase was driven by higher volumes, mix, and improved operational execution.

Current wording

The Company’s gross profit for the nine months ended September 30, 2025 increased $28.0 million, or 17%, to $194.7 million compared to $166.7 million for the nine months ended September 30, 2024, while the gross profit margin increased by 5% to 57%. The increase was driven by higher volumes, mix, and improved operational execution from the implementation of the Resolute Operating System.

Previous wording

The Company’s operating expenses increased $11.6 million, or 26%, to $57.1 million for the six months ended June 30, 2025 compared to $45.5 million for the six months ended June 30, 2024. The increase was primarily due to incremental salaries and equity based compensation expense from hiring employees at Resolute Holdings.

Current wording

The Company’s operating expenses increased $19.0 million, or 28%, to $87.0 million for the nine months ended September 30, 2025 compared to $68.0 million for the nine months ended September 30, 2024. The increase was primarily due to incremental salaries and equity based compensation expense from hiring employees at Resolute Holdings.

Previous wording

Income from operations for the six months ended June 30, 2025 increased $0.4 million, or 1%, to $66.3 million. The slight increase was due to an increase in revenue and improvement in gross margin, offset by an increase in operating expenses. Operating margin for the six months ended June 30, 2025 decreased by 1%, to 30%, compared to 31% for the six months ended June 30, 2024. The slight decrease in operating margin was primarily attributable to the increase in operating expenses described above.

Current wording

Income from operations for the nine months ended September 30, 2025 increased $9.0 million, or 9%, to $107.7 million. The increase was due to an increase in revenue and gross margin, offset by an increase in operating expenses. Operating margin for the nine months ended September 30, 2025 was flat at 31% compared to the nine months ended September 30, 2024. The flat operating margin was driven by an increase in the gross margin, offset by an increase in operating expenses described above.

Previous wording

Other expense for the six months ended June 30, 2025 decreased $7.1 million, to $4.5 million, compared to $11.6 million for the six months ended June 30, 2024. The decrease in other expense was primarily due to lower interest expense as a result of the Exchangeable Notes being exchanged and extinguished during the fourth quarter of 2024.

Current wording

Other expense for the nine months ended September 30, 2025 decreased $10.1 million, to $6.5 million, compared to $16.6 million for the nine months ended September 30, 2024. The decrease in other expense was primarily due to lower interest expense as a result of the Exchangeable Notes being exchanged and extinguished during the fourth quarter of 2024.

Previous wording

The Company’s income tax expense for the six months ended June 30, 2025 was $0.9 million compared to $0.0 million for the six months ended June 30, 2024 due to Resolute Holdings being taxed as a corporation compared to CompoSecure Holdings as a pass-through entity in the prior period.

Current wording

The Company’s income tax expense for the nine months ended September 30, 2025 was $0.9 million compared to $0.0 million for the nine months ended September 30, 2024 due to Resolute Holdings being taxed as a corporation compared to CompoSecure Holdings as a pass-through entity in the prior period.

Previous wording

The following table presents the Company’s results of operations by reportable segment for the three and six months ended June 30, 2025:

Current wording

The following table presents the Company’s results of operations by reportable segment for the three and nine months ended September 30, 2025:

Previous wording

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 months ended June 30, 2025:

Current wording

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 nine month periods ended September 30, 2025:

Previous wording

Resolute Holdings’ primary sources of liquidity are the CompoSecure Management Agreement, its existing cash and cash equivalents balances, and borrowings on the Resolute revolving credit facility. CompoSecure Holdings’ primary sources of liquidity are its existing cash and cash equivalents, cash flows from operations, and borrowings on the CompoSecure Holdings term loan and revolving credit facility as detailed in Note 8 of Notes to Financial Statements – unaudited in Item 1, “Financial Statements”. The Company’s primary cash requirements at Resolute Holdings and CompoSecure Holdings include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment and software).

Current wording

Resolute Holdings’ primary sources of liquidity are the CompoSecure Management Agreement, its existing cash and cash equivalents balances, short-term investments, and borrowings on the Resolute revolving credit facility. CompoSecure Holdings’ primary sources of liquidity are its existing cash and cash equivalents, short-term investments, cash flows from operations, and borrowings on the CompoSecure Holdings term loan and revolving credit facility as detailed in Note 8 of Notes to Financial Statements – unaudited in Item 1, “Financial Statements”. The Company’s primary cash requirements at Resolute Holdings and CompoSecure Holdings include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment and software).

Previous wording

As of June 30, 2025, the Company had cash and cash equivalents of $99.9 million, consisting of $8.2 million at Resolute Holdings and $91.7 million at CompoSecure Holdings. The Company had debt principal outstanding of $192.5.million at CompoSecure Holdings. As of December 31, 2024, the Company had cash and cash equivalents of $71.6 million and total debt principal outstanding of $197.5 million, all at CompoSecure Holdings.

Current wording

As of September 30, 2025, the Company had cash and cash equivalents of $98.2 million, consisting of $1.0 million at Resolute Holdings and $97.2 million at CompoSecure Holdings. The Company had short-term investments comprised of US treasury bills of $49.7 million, consisting of $9.1 million at Resolute Holdings and $40.7 million at CompoSecure Holdings. The Company had debt principal outstanding of $190.0 million at CompoSecure Holdings. As of December 31, 2024, the Company had cash and cash equivalents of $71.6 million and total debt principal outstanding of $197.5 million, all at CompoSecure Holdings.

Previous wording

Resolute Holdings and CompoSecure 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 CompoSecure Management Fee from CompoSecure Holdings to maintain sufficient liquidity. The Company believes that the cash flows from operations and available cash and cash equivalents, as well as the availability of a $5.0 million revolving credit facility 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, as well as the availability of a $130.0 million revolving credit facility at CompoSecure Holdings, are sufficient to meet the liquidity needs of CompoSecure 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.

Current wording

Resolute Holdings and CompoSecure 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 CompoSecure Management Fee from CompoSecure Holdings 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 $5.0 million revolving credit facility 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 $130.0 million revolving credit facility at CompoSecure Holdings, are sufficient to meet the liquidity needs of CompoSecure 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.

Previous wording

On February 28, 2025, Resolute Holdings entered into a credit agreement with JPMorgan Chase Bank, N.A (“JPMC”)., as lender (the “Resolute Credit Agreement”). The Resolute Credit Agreement provides for a $5.0 million loan through a senior secured revolving credit facility available to be used by Resolute Holdings. The revolving credit facility matures on May 31, 2026. Borrowings of the revolving loans shall bear interest at a fluctuating rate per annum equal to, at the option of Resolute Holdings, (i) a rate equal to the higher of (a) the rate of interest last quoted by the Wall Street Journal as the prime rate in the U.S. or (b) 2.5% or (ii) a Term SOFR based benchmark rate for the applicable interest period (provided that in no event shall such Term SOFR rate be less than 0.00% per annum) plus an applicable margin of 2.25%. The terms of the revolving credit facility impose financial covenants, measured at the Resolute Holdings legal entity level, including a minimum liquidity ratio, a minimum revenue requirement and, beginning with the

Current wording

On February 28, 2025, Resolute Holdings entered into a credit agreement with JPMorgan Chase Bank, N.A (“JPMC”) as lender (the “Resolute Credit Agreement”). The Resolute Credit Agreement provides for a $5.0 million loan through a senior secured revolving credit facility available to be used by Resolute Holdings. The revolving credit facility matures on May 31, 2026. Borrowings of the revolving loans shall bear interest at a fluctuating rate per annum equal to, at the option of Resolute Holdings, (i) a rate equal to the higher of (a) the rate of interest last quoted by the Wall Street Journal as the prime rate in the U.S. or (b) 2.5% or (ii) a Term SOFR based benchmark rate for the applicable interest period (provided that in no event shall such Term SOFR rate be less than 0.00% per

Previous wording

fiscal quarter ending March 31, 2026, a minimum leverage ratio which shall not be greater than 1.50 to 1.00 on the last day of any fiscal quarter. The revolving credit facility is subject to an unused commitment fee of 0.25%. No amounts were drawn on the Resolute Holdings revolving credit facility as of June 30, 2025. As of June 30, 2025, Resolute Holdings met the covenants of the Resolute Credit Agreement.

Current wording

annum) plus an applicable margin of 2.25%. The terms of the revolving credit facility impose financial covenants, measured at the Resolute Holdings legal entity level, including a minimum liquidity ratio, a minimum revenue requirement and, beginning with the fiscal quarter ending March 31, 2026, a minimum leverage ratio which shall not be greater than 1.50 to 1.00 on the last day of any fiscal quarter. The revolving credit facility is subject to an unused commitment fee of 0.25%. No amounts were drawn on the Resolute Holdings revolving credit facility as of September 30, 2025. As of September 30, 2025, Resolute Holdings met the covenants of the Resolute Credit Agreement.

Previous wording

On August 7, 2024, CompoSecure Holdings, together with its operating subsidiaries, entered into a Fourth Amended and Restated Credit Agreement with JPMC (the “CompoSecure Holdings Credit Facility”). The CompoSecure Holdings Credit Facility had an initial maximum borrowing capacity of $330,000, comprised of a term loan of $200,000 (the “CompoSecure Holdings Term Loan”) and a revolving credit facility of $130,000 (the “CompoSecure Holdings Revolver”). The CompoSecure Holdings Credit Facility has a maturity date of August 7, 2029. At June 30, 2025, there was $192.5 million of total debt outstanding under the CompoSecure Holdings Credit Facility. No amounts were drawn on the CompoSecure Holdings Revolver as of June 30, 2025. Additional amounts may be available for borrowing during the term of the revolving loan, up to the full $130 million, as long as CompoSecure Holdings maintains a net leverage ratio as stipulated in the credit facility agreement. As of June 30, 2025, CompoSecure Holdings’ net leverage ratio met the requirement for the available borrowing as defined in the terms of the credit facility agreement. The CompoSecure Holdings Credit Facility will mature on August 7, 2029. CompoSecure has pledged its ownership interests in CompoSecure Holdings (representing 100% ownership) as collateral pursuant to a pledge and security agreement with the lenders under the CompoSecure Holdings Credit Facility.

Current wording

On August 7, 2024, CompoSecure Holdings, together with its operating subsidiaries, entered into a Fourth Amended and Restated Credit Agreement with JPMC (the “CompoSecure Holdings Credit Facility”). The CompoSecure Holdings Credit Facility had an initial maximum borrowing capacity of $330,000, comprised of a term loan of $200,000 (the “CompoSecure Holdings Term Loan”) and a revolving credit facility of $130,000 (the “CompoSecure Holdings Revolver”). The CompoSecure Holdings Credit Facility has a maturity date of August 7, 2029. At September 30, 2025, there was $190.0 million of total debt outstanding under the CompoSecure Holdings Credit Facility. No amounts were drawn on the CompoSecure Holdings Revolver as of September 30, 2025. Additional amounts may be available for borrowing during the term of the revolving loan, up to the full $130 million, as long as CompoSecure Holdings maintains a net leverage ratio as stipulated in the credit facility agreement. As of September 30, 2025, CompoSecure Holdings’ net leverage ratio met the requirement for the available borrowing as defined in the terms of the credit facility agreement. CompoSecure has pledged its ownership interests in CompoSecure Holdings (representing 100% ownership) as collateral pursuant to a pledge and security agreement with the lenders under the CompoSecure Holdings Credit Facility.

Previous wording

Interest on the CompoSecure Holdings Revolver and CompoSecure Holdings Term Loan are based on the outstanding principal amount during the interest period multiplied by the quoted SOFR rate plus the which can range from 1.75% to 2.75% based on CompoSecure Holdings’ leverage ratio. The CompoSecure Holdings Credit Facility also requires the Company to make monthly interest payments as well as pay a quarterly unused commitment fee of 0.35% for any unused portion of the CompoSecure Holdings Revolver. The CompoSecure Holdings Credit Facility contains customary covenants, including among other things, certain restrictions or limitations on indebtedness, issuance of liens, investments, asset sales, certain mergers or consolidations, sales, transfers, leases or dispositions of substantially all of CompoSecure Holdings assets, and affiliate transactions. CompoSecure Holdings may also be required to make repayments in advance of the maturity date based on a calculation of excess cash flows, as defined in the agreement, with any required payments to be made after the issuance of CompoSecure Holdings annual financial statements. CompoSecure Holdings was in compliance with all covenants of the CompoSecure Holdings Credit Facility as of June 30, 2025. See Note 8 in Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Current wording

Interest on the CompoSecure Holdings Revolver and CompoSecure Holdings Term Loan are based on the outstanding principal amount during the interest period multiplied by the quoted SOFR rate plus the applicable margin which can range from 1.75% to 2.75% based on CompoSecure Holdings’ leverage ratio. The CompoSecure Holdings Credit Facility also requires the Company to make monthly interest payments as well as pay a quarterly unused commitment fee of 0.35% for any unused portion of the CompoSecure Holdings Revolver. The CompoSecure Holdings Credit Facility contains customary covenants, including among other things, certain restrictions or limitations on indebtedness, issuance of liens, investments, asset sales, certain mergers or consolidations, sales, transfers, leases or dispositions of substantially all of CompoSecure Holdings assets, and affiliate transactions. CompoSecure Holdings may also be required to make repayments in advance of the maturity date based on a calculation of excess cash flows, as defined in the agreement, with any required payments to be made after the issuance of CompoSecure Holdings annual financial statements. CompoSecure Holdings was in compliance with all covenants of the CompoSecure Holdings Credit Facility as of September 30, 2025. See Note 8 in Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Previous wording

Cash provided by the Company’s operating activities for the six months ended June 30, 2025 was $67.3 million compared to cash provided by operating activities of $71.8 million during the six months ended June 30, 2024. The decrease in cash provided by operating activities of $4.5 million was primarily attributable to an increase in receivables, partially offset by an increase in accounts payable and accrued expenses.

Current wording

Cash provided by the Company’s operating activities for the nine months ended September 30, 2025 was $126.9 million compared to cash provided by operating activities of $108.0 million during the nine months ended September 30, 2024. The increase in cash provided by operating activities of $18.8 million was primarily attributable to an increase in operating income, a decrease in other expenses, and an increase in accounts payable and accrued expenses, partially offset by an increase in accounts receivable.

Previous wording

Cash used in the Company’s investing activities for the six months ended June 30, 2025 was $2.8 million primarily relating to capital expenditures of $2.0 million and capitalized software expenditures of $0.8 million, compared to cash used in investing activities for the six months ended June 30, 2024 of $3.5 million.

Current wording

Cash used in the Company’s investing activities for the nine months ended September 30, 2025 was $53.2 million primarily relating to the net purchase (maturities) of short-term investments of $49.0 million, capital expenditures of $3.0 million, and capitalized software expenditures of $1.2 million, compared to cash used in investing activities for the nine months ended September 30, 2024 of $5.5 million.

Previous wording

for the six months ended June 30, 2025 primarily related to a distribution to CompoSecure of $15.9 million, payments for taxes related to net share settlement of CompoSecure equity awards of $15.3 million and repayment of scheduled principal payments of the term loan of $5.0 million. Cash used in financing activities for the six months ended June 30, 2024 primarily related to distributions to then-members of CompoSecure Holdings including CompoSecure, repayment of scheduled term loan principal payments, and payments for taxes related to net share settlement of CompoSecure equity awards.

Current wording

Cash used in the Company’s financing activities for the nine months ended September 30, 2025 was $47.0 million compared to cash used in the Company’s financing activities for the nine months ended September 30, 2024 of $95.9 million. Cash used in financing activities for the nine months ended September 30, 2025 primarily related to payments for taxes related to net share settlement of CompoSecure equity awards of $20.6 million, a distribution to CompoSecure of $18.9 million, and repayment of scheduled principal payments of the CompoSecure Holdings term loan of $7.5 million. Cash used in financing activities for the nine months ended September 30, 2024 primarily related to distributions to then-members of CompoSecure Holdings including CompoSecure, repayment of scheduled CompoSecure Holdings term loan principal payments, and payments for taxes related to net share settlement of CompoSecure equity awards.

Previous wording

A summary of our minimum contractual obligations related to our material outstanding contractual commitments is included in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC. Our long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. As of June 30, 2025, the Company has purchase commitments with a supplier of approximately $8.8 million for the remainder of 2025 and $2.0 million for 2026.

Current wording

A summary of our minimum contractual obligations related to our material outstanding contractual commitments is included in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC. Our long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. As of September 30, 2025, the Company has purchase commitments with a supplier of approximately $1.1 million for the remainder of 2025 and $7.7 million for 2026.