Resolute Holdings Management, Inc.

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Resolute Holdings Management, Inc. (“Resolute Holdings”) is a Delaware corporation formed on September 27, 2024 (“Inception Date”). It is organized to provide operating management services to CompoSecure Holdings, L.L.C. (“CompoSecure Holdings”), a direct, wholly owned subsidiary of CompoSecure, Inc. (“CompoSecure”) and other companies it may manage in the future, both in the United States and internationally, to generate recurring, long-duration management fees. 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.

CompoSecure Holdings, located in Somerset, New Jersey, is a manufacturer and designer of complex metal, composite and proprietary financial transaction cards. CompoSecure Holdings was founded and commenced operations in 2000 and provides products and services primarily to global financial institutions, plastic card manufacturers, system integrators, and security specialists. Since its inception, CompoSecure Holdings has established itself as a technology partner to market leaders, fintechs and consumers enabling trust for millions of people around the globe. CompoSecure Holdings combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the physical and digital world. Its innovative payment card technology and metal cards with Arculus secure authentication and digital asset storage 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.

CompoSecure Holdings creates newly innovated, highly differentiated and customized quality financial payment products for banks and other payment card issuers to support and increase their customer acquisition, customer retention and organic customer spend. Its customers consist primarily of leading international and domestic banks and other payment card issuers primarily within the United States (“U.S.”), with additional direct and indirect customers in Europe, Asia, Latin America, Canada, and the Middle East. CompoSecure Holdings is a platform for next generation payment technology, security, and authentication solutions. CompoSecure Holdings maintains trusted, highly-embedded and long-term customer relationships with an expanding set of global issuers. It has established a niche position in the financial payment card market with over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. CompoSecure Holdings serves a diverse set of direct customers and indirect customers, including some of the largest issuers of credit cards in the U.S.

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, receivedone 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”.

In connection with the completion of the Spin-Off, Resolute Holdings entered into a management agreement with CompoSecure Holdings (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 CompoSecure Holdings and its controlled affiliates. In accordance with ASC 810 and due to the terms of the CompoSecure Management Agreement, Resolute Holdings (together with CompoSecure Holdings, the “Company”) is required to consolidate CompoSecure Holdings because it is a variable interest entity (“VIE”) in which Resolute Holdings is deemed to be the primary beneficiary (see Notes 2, 9, and 14). Resolute Holdings does not own any equity interests or common stock in CompoSecure Holdings or CompoSecure.

Pursuant to the CompoSecure Management Agreement, CompoSecure Holdings will pay 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 earnings before interest, taxes, depreciation, depletion and amortization, non-cash expenses such as equity-based compensation, and one-time non-recurring expenses (“Adjusted EBITDA”), measured for the period ending on the fiscal quarter then ended, as defined in the CompoSecure Management Agreement (“Management Agreement Adjusted EBITDA”). CompoSecure Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

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.

The CompoSecure Management Agreement has an initial term of 10 years and shall automatically renew for successiveten-year terms unless terminated in accordance with its terms. Resolute Holdings and CompoSecure Holdings may each terminate the CompoSecure Management Agreement upon the occurrence of certain other limited events, and in connection with certain of these limited events, Resolute Holdings has the right to require CompoSecure Holdings to pay a termination fee, which may be paid in cash, shares of common stock of CompoSecure or a combination of cash and stock. The CompoSecure Management Agreement also provides for certain indemnification rights in Resolute Holdings’ favor, as well as certain additional covenants, representations and warranties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are adjusted retroactively for all periods presented to reflect the change in the Company’s capital structure on a post-Spin-Off basis, unless otherwise noted.

Following the execution of the Management Agreement on February 28, 2025, Resolute Holdings determined that CompoSecure Holdings is a VIE in which Resolute Holdings is deemed the primary beneficiary and as a result, CompoSecure Holdings is consolidated pursuant to ASC 810,Consolidation (“ASC 810”). The assets, liabilities and non-controlling interests of CompoSecure Holdings were initially measured at the amounts in which they were carried in the accounting records of CompoSecure, the reporting entity that formerly controlled CompoSecure Holdings, with no adjustment to current fair values, and no recognition of gain or loss because Resolute Holdings and CompoSecure were both under common control. See Note 9 for the non-controlling interest recorded related to CompoSecure Holdings.

The Company’s financial statements are presented on a consolidated basis and include the results of operations and financial position of CompoSecure Holdings for the period in which control of CompoSecure Holdings occurred as though such control had occurred at the beginning of the period. The results of operations for the quarter ended March 31, 2025 comprise those of the separate operations of Resolute Holdings and CompoSecure Holdings combined from January 1, 2025 to February 27, 2025 and those of the combined operations from February 28, 2025 to March 31, 2025. All intercompany accounts and transactions have been eliminated in consolidation.

In accordance with ASC 850-50, the Company’s financial statements for the prior periods were retrospectively adjusted in the periods in which Resolute Holdings and CompoSecure Holdings were under common control. For periods in which Resolute Holdings and CompoSecure Holdings were not under common control, the financial statements presented are those of CompoSecure Holdings as it is the entity that was first controlled by the common parent and is considered the predecessor entity. Thus, only the results of operations and cash flows of CompoSecure Holdings are presented for the three months ended March 31, 2024.

The Company’s significant accounting policies are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

Interim Financial Statements

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and Article 10 of Regulation S-X of the SEC for interim financial information and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the financial statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the financial statements for the periods presented. The results disclosed in the Consolidated Statements of Operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments and estimates of derivative liability associated with the Exchangeable Notes (as defined below), which were marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, reserve for excess and obsolete inventory, estimated useful lives and impairment of property and equipment, and lease term, discount rates and other inputs used to measure right of use assets and lease liabilities.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of March 31, 2025 or December 31, 2024.

The Company invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 60 days of the invoice, a significant financing component is not included within the contracts.

The majority of the Company’s contracts with its customers have the same performance obligation of manufacturing and transferring the specified number of cards to the customer. Each individual card included within an order constitutes a separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company’s contracts are generally short-term in nature.

Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of variable consideration such as discounts, rebates, and returns which is measured based on the expected value or most likely amount of variable consideration, as applicable.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

The Company’s products do not include an unmitigated right of return unless the product is non-conforming or defective. If the goods are non-conforming or defective, the defective goods are replaced or reworked or, in certain instances, a credit is issued for the portion of the order that was non-conforming or defective. A provision for sales returns and allowances is recorded based on experience with goods being returned. Most returned goods are re-worked and subsequently re-shipped to the customer and recognized as revenue. Historically, returns have not been material to the Company.

Additionally, the Company has a rebate program with certain customers allowing for a rebate based on achieving a certain level of shipped sales during the calendar year. This rebate is estimated and updated throughout the year and recorded against revenues and the related accounts receivable.

On occasion, the Company receives requests from customers to hold purchased products. The Company evaluates these requests as bill and hold arrangements. The Company recognizes revenue from such bill and hold arrangements in accordance with the guidance provided in ASC 606 which indicates that for a customer to have obtained control of a product in a bill and hold arrangement, all of the following criteria must be met: (a) the reason for the bill and hold is substantive, (b) the product has separately been identified as belonging to the customer, (c) the product is currently ready for physical transfer to the customer, and (d) the Company does not have the ability to use the product or direct it to another customer. During the three months ended March 31, 2025 and March 31, 2024 the Company recognized $540 and $0 of revenue under bill and hold arrangements, respectively.

Segment Information

The Company is managed and operated astwo businesses given each of Resolute Holdings and CompoSecure Holdings are distinct operating businesses and legal entities that are consolidated only for U.S. GAAP accounting purposes. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes resource allocation decisions and assesses performance based on income from operations of each business.

Characteristics of the consolidated organization which were relied upon in making the determination that the Company operatestwo reportable segments include the existence of the CompoSecure Management Agreement as Resolute Holdings’ sole source of revenue that is eliminated in consolidation, the similar nature of all of the products that CompoSecure Holdings sells, the separate and distinct organizational structure of each of Resolute Holdings and CompoSecure Holdings, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources

Software Development Costs

The Company applies the principles of ASC 350-40,Accounting for the Cost of Computer Software Developed or Obtained for Internal Use(“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the functions intended. The Company capitalized $580 and $0 of software development costs for the three months ended March 31, 2025 and March 31, 2024, respectively. Capitalized software costs are presented as part of deposits and other assets on the consolidated balance sheets. The carrying value of capitalized software costs was $1,520 and $985 as of March 31, 2025 and December 31, 2024, respectively. Capitalized software costs are amortized betweenone andtwo years and $166 and $0 was amortized during the three months ended March 31, 2025 and March 31, 2024, respectively.

Investments

In November 2024, the Company invested $1,500 in a Simple Agreement for Future Equity ("SAFE") with Signify Holdings, Inc., also known as Rain Cards ("Rain Cards"). Rain Cards is an issuer with the Visa Network and offers solutions for card programs across a number of regions and use cases. In accordance with ASC 321,Investments, the Company originally elected to account for this investment at cost. On February 10, 2025, the Company’s Rain Cards SAFE investment was converted to an equity interest under the terms of the agreement. No impairment has been recorded on the Rain Cards SAFE investment during the quarter ended March 31, 2025. Investment in Rain Cards is included as part of deposits and other assets on the consolidated balance sheets.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260,Earnings Per Share. Net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes the Company’s common stock as if the common stock distributed in the Spin-Off were outstanding from January 1, 2024 until the date of the Spin-Off.

Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the basic weighted-average number of common shares outstanding during the period, adjusted for the potentially dilutive shares of common stock equivalents only if the effect is not anti-dilutive.

Recent Accounting Pronouncements

On November 4, 2024, the FASB issued ASU 2024-03,* Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*, which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is still assessing the impact that the adoption of this ASU will have on the Company’s consolidated financial statements.

On November 27, 2023, the FASB issued ASU 2023-07,Improvements to Reportable Segment Disclosures, which applies to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting. The guidance will be applied retrospectively and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The guidance improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analysis. The Company adopted ASU 2023-07 and has reflected updates to its segment reporting in the Company’s consolidated financial statements.

On December 2023, the FASB issued ASU 2023-09,Improvements to Income Tax Disclosures, which applies to all entities subject to income taxes. For PBEs, the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The amendments in this update require that PBEs on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The new guidance focuses on two specific disclosure areas: rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s annual financial statements as of December 31, 2025 and for the year then ended. The Company believes that ASU 2023-09 will not have a material impact on the Company’s financial statements or disclosures.

3. EQUITY-BASED COMPENSATION

The following table summarizes equity-based compensation expense included in selling, general and administrative expenses within the consolidated statements of operations under the Resolute Holdings Management, Inc. 2025 Omnibus Incentive Plan (the “Resolute Equity Plan”) and the CompoSecure, Inc. 2021 Incentive Equity Plan (the “CompoSecure Equity Plan”). The Company is required to expense equity-based compensation granted under the CompoSecure Equity Plan due to the consolidation of CompoSecure Holdings and because CompoSecure and Resolute Holdings are under common control. Equity granted under the CompoSecure Equity Plan relates to CompoSecure Class A common stock and has no impact on Resolute Holdings’ common stock outstanding. In accordance with the CompoSecure Equity Plan, outstanding awards at the time of the Spin-Off were adjusted to maintain the aggregate intrinsic value of the awards (“Spin-Off Adjustment”) before and after the Spin-Off.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

The following table sets forth the activity related to the Resolute Equity Plan for the period January 1, 2025 to March 31, 2025:

Resolute Equity Plan Stock Option Activity

Unrecognized compensation cost for stock options under the Resolute Equity Plan totaled $391 and is expected to be recognized over a weighted average period of approximately 2.5 years.

The following tables set forth the activity related to the CompoSecure Equity Plan for the period January 1, 2025 to March 31, 2025:

CompoSecure Equity Plan Restricted Stock Unit Activity

Unrecognized compensation cost for restricted stock units under the CompoSecure Equity Plan totaled $45,428 and is expected to be recognized over a weighted average period of approximately 3.6 years.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

CompoSecure Equity Plan Stock Option Activity

Unrecognized compensation cost for stock options under the CompoSecure Equity Plan totaled $10,516 and is expected to be recognized over a weighted average period of approximately 3.5 years.

CompoSecure Holdings Performance and Market based Stock Unit Activity

Unrecognized compensation cost for performance and market-based stock units as of March 31, 2025 under the CompoSecure Equity Plan totaled $3,990 and is expected to be recognized over a weighted average period of approximately 1.5 years.

4. INCOME TAXES

The Company recorded income tax provision of $568 and $0 for the three months ended March 31, 2025, and March 31, 2024, respectively.

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.

The Company’s effective tax rate was 2.5% and 0% for the three months ended March 31, 2025 and March 31, 2024, respectively. The Company’s effective income tax rate differs from the U.S. statutory rate primarily due to the non-controlling interest adjustment as the income attributable to the non-controlling interest in CompoSecure Holdings is pass-through income which flows through to its 100% owner CompoSecure. Additionally, there are effective tax rate reconciling items due to the impacts of disallowed compensation expense related to excess officers’ compensation and expenses allocated to Resolute Holdings for which the income tax deduction will ultimately be determined at CompoSecure.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

5. EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of net income (loss) used to compute basic and diluted net earnings per share attributable to common stockholders for the three months ended March 31, 2025 and March 31, 2024, respectively.

Basic net income (loss) per share attributable to common stockholders for the three months ended March 31, 2025 was calculated by dividing net loss attributable to common stockholders of $3,366 divided by 8,525,998 of weighted average common shares outstanding at March 31, 2025. Since all of the Resolute Equity Plan awards outstanding as of March 31, 2025 were antidilutive, diluted net loss per share is equal to the basic loss per share.

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an antidilutive effect on per share amounts.

The following amounts were not included in the calculation of net income (loss) per diluted share attributable to common stockholders because their effects were anti-dilutive:

6. INVENTORIES

The Company’s major classes of inventories at CompoSecure Holdings were as follows:

The Company reviews inventory for slow moving or obsolete amounts based on expected product sales volume and provides reserves against the carrying amount of inventory as appropriate.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

7. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Depreciation and amortization expense for property and equipment was $2,107 and $2,221 for the three months ended March 31, 2025 and March 31, 2024, respectively.

8. DEBT

Resolute Credit Agreement

On February 28, 2025, Resolute Holdings entered into a credit agreement with JPMorgan Chase Bank, N.A., as lender (the “Resolute Credit Agreement”). The Resolute Credit Agreement provides for a $5,000 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 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.

As of March 31, 2025 and December 31, 2024, there wasno balance outstanding on the Resolute Credit Agreement. As of March 31, 2025, there was $5,000 of availability for borrowing under the Resolute Credit Agreement. Creditors of the Resolute Credit Agreement have no recourse to any assets or liabilities of CompoSecure Holdings.

CompoSecure Holdings Credit Facility

On July 26, 2016, CompoSecure Holdings, together with CompoSecure and its operating subsidiary, entered into a $120,000 credit facility (the “2016 Credit Facility”) with J.P. Morgan Chase (“JPMC”) as the lending agent that provided the Company with a revolving credit facility with a maximum borrowing capacity of $40,000 (the “2016 Revolver”) and a term loan of $80,000 (the “2016 Term Loan”) that was scheduled to mature in July 2021. The 2016 Credit Facility was subsequently amended in July 2019, November 2020 and December 2021 (the “2021 CompoSecure Holdings Credit Facility”) to increase the borrowing capacity of the 2016 Revolver and the 2016 Term Loan and to extend the maturity date of the 2016 Credit Facility. The 2021 CompoSecure Holdings Credit Facility increased the overall borrowing capacity of the credit facility to $310,000 and comprised of a revolving credit facility with a maximum borrowing capacity of $60,000 (the “2021 Revolver”) and a term loan of $250,000 (the “2021 Term Loan”). The 2021 Credit Facility was set to mature on December 16, 2025. The 2021 CompoSecure Holdings Credit Facility was also amended in February 2023, May 2023 and March 2024 to (i) transition the 2021 CompoSecure Holdings Credit Facility from bearing interest based on LIBOR to Secured Overnight Financing Rate Data (“SOFR”), (ii) to remove certain lenders who no longer wanted to

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

participate in the 2021 CompoSecure Holdings Credit Facility, and (iii) to allow CompoSecure to repurchase outstanding shares of its common stock, common stock warrants and Exchangeable Notes in an aggregate amount not to exceed $40,000. The 2021 CompoSecure Holdings Credit Facility was accounted for as a modification and approximately $1,800 of additional costs incurred in connection with the modification were capitalized as debt issuance costs.

On August 7, 2024, the CompoSecure Holdings, together with its operating subsidiaries, and CompoSecure, entered into a Fourth Amended and Restated Credit Agreement with JPMC (the “2024 CompoSecure Holdings Credit Facility” and collectively with the 2021 CompoSecure Holdings Credit Facility, the “CompoSecure Holdings Credit Facilities”) and the lenders party thereto to refinance the 2021 CompoSecure Holdings Credit Facility. The 2024 CompoSecure Holdings Credit Facility amended and restated the 2021 CompoSecure Holdings Credit Facility in its entirety. In conjunction with the 2024 CompoSecure Holdings Credit Facility, the maximum borrowing capacity of the overall credit facility was increased to $330,000 and comprised of a term loan of $200,000 (the “2024 CompoSecure Holdings Term Loan”) and a revolving credit facility of $130,000 (the “2024 CompoSecure Holdings Revolver”). Two lenders who participated in the 2021 CompoSecure Holdings Credit Facility did not participate in the 2024 CompoSecure Holdings Credit Facility and transferred their debt to other lenders. The 2024 CompoSecure Holdings Credit Facility is set to mature on August 7, 2029. The 2024 CompoSecure Holdings Credit Facility was accounted for as an extinguishment for thetwo lenders who transferred their debt and as a modification for all other remaining lenders. As a result, the Company wrote-off approximately $148 in unamortized debt issuance costs related to the lenders who did not participate in the 2024 CompoSecure Holdings Credit Facility.

In conjunction with the 2024 CompoSecure Holdings Credit Facility, the Company incurred approximately $686 in lender fees and $147 in other third-party fees related to the 2024 CompoSecure Holdings Revolver and approximately $1,056 in lender fees and $225 in other third-party fees related to the 2024 CompoSecure Holdings Term Loan. The $1,056 of lender fees related to the 2024 CompoSecure Holdings Term Loan have been capitalized and these fees, along with $832 of unamortized debt issuance costs related to the 2021 CompoSecure Holdings Credit Facility, will be amortized into interest expense through the maturity date of the 2024 CompoSecure Holdings Term Loan using the effective interest method. Similarly, $686 of lender fees and $147 of other third-party fees related to the 2024 CompoSecure Holdings Revolver have been capitalized as an other long-term asset and will be amortized into interest expense through the maturity date of the 2024 CompoSecure Holdings Revolver using the straight-line method. The $225 other third-party fees related to the 2024 CompoSecure Holdings Term Loan were expensed as incurred.

On December 30, 2024, CompoSecure Holdings, together with its operating subsidiaries, and CompoSecure, executed Amendment No. 1 to the 2024 CompoSecure Holdings Credit Facility (the “December 2024 Amendment”) to allow CompoSecure to facilitate the Spin-Off. There were no changes to the lenders as a result of the December 2024 Amendment and the December 2024 Amendment was accounted for as a debt modification. In connection with the December 2024 Amendment, the Company incurred $215 in lenders fees which were capitalized and will be amortized to interest expense through the maturity of the 2024 CompoSecure Holdings Credit Facility.

The 2024 CompoSecure Holdings Credit Facility requires the Company to make quarterly principal payments until maturity, at which point a balloon principal payment is due for the outstanding principal. The 2024 CompoSecure Holdings Credit Facility also require 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 revolving credit facilities. Both the 2021 CompoSecure Holdings Credit Facility and the 2024 CompoSecure Holdings Credit Facility provide for the Company to prepay the term loans without penalty or premium. The CompoSecure Holdings Credit Facilities are secured by substantially all of the assets of CompoSecure Holdings.

Interest on the revolving credit facility and the term loan are based on outstanding principal amount during the interest period multiplied by the quoted SOFR rate plus the applicable margin of 1.75% to 2.75%. based on CompoSecure Holdings’ leverage ratio. At March 31, 2025 and December 31, 2024, the effective interest rate on the CompoSecure Holdings Revolver and CompoSecure Holdings Term Loan was 6.86% and 6.81% per year, respectively

The Company recognized $2,737 and $4,459 of interest expense related to the revolving credit facility and term loan for the three months ended March 31, 2025 and March 31, 2024, respectively.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

The CompoSecure Holdings Credit Facilities contain certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio related to financial performance solely at CompoSecure Holdings. As of March 31, 2025 and December 31, 2024, CompoSecure Holdings was in compliance with all financial covenants. The fair value of the CompoSecure Holdings Credit Facilities approximate the carrying value for all periods presented. Creditors of the CompoSecure Holdings Credit Facilities have no recourse to any assets or liabilities of Resolute Holdings.

As of March 31, 2025 and December 31, 2024, there wereno balances outstanding on the CompoSecure Holdings Revolver. As of March 31, 2025, there was $130,000 of availability for borrowing at CompoSecure Holdings under the CompoSecure Holdings Revolver.

The balances payable under all CompoSecure Holdings borrowing facilities are as follows:

The maturity of all the CompoSecure Holdings borrowings facilities is as follows:

In order to hedge CompoSecure Holdings’ exposure to variable interest rate fluctuations related to the $310,000 of borrowings under its 2021 CompoSecure Holdings Credit Facility, CompoSecure Holdings entered intotwo interest rate swap agreements with Bank of America on January 11, 2022, the first of which had an effective date of January 5, 2022 (the “January 2022 Swap”), and the second of which had an effective date of December 5, 2023 (the “December 2023 Swap” and, collectively with the January 2022 Swap, the “Interest Rate Swap Agreements”). The January 2022 Swap expired on December 5, 2023 while the December 2023 Swap is set to expire in December 2025. Both the January 2022 Swap and the December 2023 Swap are settled at the end of the month between the parties. The December 2023 Swap has a notional amount of $125,000 and was designated as a cash flow hedge for accounting purposes.

The Company determined the fair value of the Interest Rate Swap Agreements to bezero at the inception of the agreements and $1,996 and $2,749 at March 31, 2025 and December 31, 2024, respectively. The Company reflects the realized gains and losses of the actual monthly settlement activity of the Interest Rate Swap Agreements through interest income or expense in its consolidated statements of operations. The Company reflects the unrealized changes in fair value of the Interest Rate Swap Agreements at each reporting period in other comprehensive income. A derivative asset or liability is recognized at each reporting period in the Company’s consolidated balance sheets for the Interest Rate Swap Agreements. Interest related to the Interest Rate Swap Agreements converted from LIBOR to SOFR at the same time as the amendment of 2021 CompoSecure Holdings Credit Facility in February 2023.

CompoSecure Holdings Exchangeable Senior Notes

On April 19, 2021 , CompoSecure and CompoSecure Holdings entered into subscription agreements (the “Note Subscription Agreements”) with certain investors (“Notes Investors”) pursuant to which such Notes Investors, severally and not jointly, purchased

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

on December 27, 2021, the Exchangeable Notes issued by CompoSecure Holdings and guaranteed by its operating subsidiaries, CompoSecure, L.L.C. and Arculus Holdings, L.L.C., in an aggregate principal amount of up to $130,000 that were exchangeable into shares of Class A common stock of CompoSecure at an initial conversion price of $11.50 per CompoSecure share, subject to the terms and conditions of an indenture (the “Indenture”) entered into by CompoSecure and its wholly owned subsidiary, CompoSecure Holdings, and the trustee under the Indenture (“Exchangeable Notes”).

All Exchangeable Notes were exchanged prior to November 29, 2024. An aggregate of $130,000 of the Exchangeable Notes were surrendered and exchanged for an aggregate of 13,587,565 newly-issued shares of CompoSecure Class A Common Stock. As a result of the exchange, all Exchangeable Notes were extinguished.

The Company assessed all terms and features of the Exchangeable Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Exchangeable Notes, including the conversion, put and call features. In consideration of these provisions, the Company determined that the optional redemption with a make-whole provision feature required bifurcation as a derivative liability. The fair value of the optional redemption with a make-whole provision feature was determined based on the difference between the fair value of the Exchangeable Notes with the redemption with a make-whole provision feature and the fair value of the Exchangeable Notes without the redemption with a make-whole provision feature. The Company employed a Lattice model to determine the fair value of the derivative liability upon issuance of the Exchangeable Notes and at the end of each reporting period when the derivative liability was remeasured to its fair value. The Company recorded a favorable (unfavorable) change in fair value of $0 and $(297) for the three months ended March 31, 2025 and March 31, 2024, respectively. The derivative liability was written off when the Exchangeable Notes were surrendered and exchanged in 2024.

During the three months ended March 31, 2025 and March 31, 2024, the Company recognized $0 and $2,396 respectively, of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%.

9. EQUITY STRUCTURE

Shares Authorized

As of March 31, 2025, the Company had authorized a total of 1,000,000,000 shares for issuance designated as common stock and 100,000,000 shares designated as preferred stock. As of March 31, 2025, there were 8,525,998 shares of common stock issued andoutstanding and 0 shares of Preferred Stock issued and outstanding.

Spin-Off

On February 28, 2025, CompoSecure distributed all shares of common stock of 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. Each stockholder of record who held shares of CompoSecure Class A Common Stock as of the close of business on February 20, 2025, receivedone share of Resolute Holdings common stock for every twelve shares of CompoSecure common stock then held. There were 8,525,998 common shares of the Company distributed as a result of the Spin-Off.

Non-controlling Interest

Non-controlling interest represents direct interests held in CompoSecure Holdings other than by Resolute Holdings. Resolute Holdings has no direct ownership interest in CompoSecure Holdings as CompoSecure Holdings is a wholly owned subsidiary of CompoSecure. In accordance with ASC 810 and due to the terms of the CompoSecure Management Agreement, Resolute Holdings must consolidate CompoSecure Holdings because it is a VIE in which Resolute Holdings is deemed to be the primary beneficiary. In accordance with ASC 810, the Company is required to reflect the equity interests in CompoSecure Holdings that are held by CompoSecure as a non-controlling interest in the Company’s consolidated financial statements. The Company’s net income (loss) is allocated to non-controlling interest and is removed from the consolidated net income (loss) on the Consolidated Statements of

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

Operations to derive net income or loss attributable to common stockholders. Refer to Note 13 for segment financial information of the Company.

10. LEASES

The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842,Leases. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging fromone tofive years. The exercise of lease renewal options is at the Company’s sole discretion.

The Company’s leases have remaining lease terms ofone toten years. The Company does not include any renewal options in lease terms when calculating lease liabilities as the Company is not reasonably certain that it will exercise these options. Three of the Company’s leases provide an early termination option, however, the option was not included in the lease terms when calculating the lease liability since the Company determined that it is reasonably certain the Company will not terminate the leases prior to the termination date.

The weighted-average remaining lease term for the Company’s leases is 5.5 years as of March 31, 2025. The weighted-average discount rate used in the measurement of the lease liabilities was 6.33% as of March 31, 2025.

The Company has lease agreements that contain both lease and non-lease components. The Company accounts for lease components together with non-lease components (e.g., common-area maintenance). Variable lease costs are based on day to day common-area maintenance costs related to the lease agreements and are recognized as incurred.

The components of lease costs were as follows:

Future minimum commitments under all non-cancelable operating leases are as follows:

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

11. RETIREMENT PLANS

Defined Contribution Plan

Resolute Holdings has a 401(k) profit sharing plan for all full-time employees. Resolute Holdings matches contributions based on 100% of the first 3% of the employees’ plan compensation and 50% of the employees’ plan compensation in excess of 3% and up to 5%. CompoSecure Holdings has a 401(k) profit sharing plan for all full-time employees who have attained the age of 21 and completed 90 days of service. Beginning in January 2025, CompoSecure Holdings matches contributions based on 100% of the first 3% of the employees’ plan compensation and 50% of the employees’ plan compensation in excess of 3% and up to 5%. Prior to January 2025, CompoSecure Holdings matched 100% of the first 1% of employees’ plan compensation and 50% of the employees’ plan compensation in excess of 1% and up to 6%.

Retirement plan expense for the three months ended March 31, 2025 and March 31, 2024 was approximately $856 and $591, respectively.

12. FAIR VALUE MEASUREMENTS

In accordance with ASC 820-10, the Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company.

The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates:

Additional information is provided below about assets and liabilities remeasured at fair value on a recurring basis.

Derivative asset - interest rate swap

The Company is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, the Company entered into an interest rate swap agreement on January 5, 2022. See Note 8.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

13. SEGMENTS

The Company is managed and operated astwo businesses given each of Resolute Holdings and CompoSecure Holdings are distinct operating businesses and legal entities that are consolidated only for U.S. GAAP accounting purposes. Intercompany transactions consisting of management fees paid by CompoSecure Holdings to Resolute Holdings along with expenses incurred by Resolute Holdings while still as a wholly owned subsidiary of CompoSecure Holdings are also eliminated in consolidation.

The Company’s CODM is its Chief Executive Officer who makes resource allocation decisions and assesses performance based on income from operations of each business. Characteristics of the consolidated organization which were relied upon in making the determination that the Company operatestwo reportable segments include the existence of the CompoSecure Management Agreement as Resolute Holdings’ sole source of revenue that is eliminated in consolidation, the similar nature of all of the products that CompoSecure Holdings sells, the separate and distinct organizational structure of each of Resolute Holdings and CompoSecure Holdings, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.

The following tables present each reportable segment’s statements of operations for the three months ended March 31, 2025 and March 31, 2024:

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

The following tables present each reportable segment’s balance sheet as of March 31, 2025 and December 31, 2024:

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

14. VARIABLE INTEREST ENTITIES

The Company evaluates its contractual, ownership, and other interests in entities to determine if it has any variable interest in a VIE. These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

Following the execution of the Management Agreement on February 28, 2025, CompoSecure Holdings is deemed to be a VIE in which Resolute Holdings is the primary beneficiary and CompoSecure Holdings is consolidated due to the terms of 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 CompoSecure Holdings and its controlled affiliates in exchange for the CompoSecure Management Fee. The nature of Resolute Holdings’ involvement in CompoSecure Holdings’ activities is outlined in the CompoSecure Management Agreement. Creditors of Resolute Holdings have no recourse to the assets or liabilities of CompoSecure Holdings, and creditors of CompoSecure Holdings have no recourse to the assets or liabilities of Resolute Holdings. Resolute Holdings has no obligation to provide any financial support to CompoSecure Holdings. See Note 13 for details of CompoSecure Holdings’ assets and liabilities.

15. GEOGRAPHIC INFORMATION AND CONCENTRATIONS

The Company’s headquarters and substantially all of its operations, including its long-lived assets, are located in the United States. Geographical sales information based on the location of the customer was as follows:

Resolute Holdings’ sole customer and source of revenue is CompoSecure Holdings. Resolute Holdings generates management fee revenue from the CompoSecure Management Agreement. Pursuant to the CompoSecure Management Agreement, CompoSecure Holdings shall pay Resolute Holdings the CompoSecure Management Fee in a cash amount equal to 2.5% of CompoSecure Holdings’ last 12 months Management Agreement Adjusted EBITDA, as defined in the CompoSecure Management Agreement, measured for the period ending on the fiscal quarter then ended, payable in arrears. The Company began accruing revenue related to the CompoSecure Management Fee on February 28, 2025, the date of the Spin-Off and execution of the CompoSecure Management Agreement, based on the pro rata fees payable for the fiscal first quarter. The following table summarizes the calculation of the CompoSecure Management Fee accrual for the three months ended March 31, 2025, which is eliminated in consolidation:

CompoSecure Holdings’ principal direct customers as of March 31, 2025 consist primarily of leading international and domestic banks and other payment card issuers primarily within the U.S., with additional direct and indirect customers in Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary.

Three customers individually accounted for more than 10% of the Company’s revenue, or 62.0% combined, of total revenue for the three months ended March 31, 2025. Two customers individually accounted for more than 10% of the Company’s revenue, or 73.2%, combined, of total revenue for the three months ended March 31, 2024. Three customers individually accounted for more than 10% of the Company’s accounts receivable or approximately 62% andfour customers individually accounted for more than 10% or approximately 70% of total accounts receivable as of March 31, 2025 and December 31, 2024, respectively.

The Company primarily relied onthree vendors that individually accounted for more than 10% of purchases of supplies for the three months ended March 31, 2025. The Company primarily relied ontwo vendors that individually accounted for more than 10% of purchases of supplies for the three months ended March 31, 2024.

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

16. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company is a party to non-cancelable operating leases with $13,311 of minimum undiscounted future lease payments and a present value of $10,872. See Note 10 for further details.

Litigation

The Company may be, from time to time, party to various disputes and claims arising from normal business activities. The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. Litigation costs are expensed as incurred.

17. RELATED PARTY TRANSACTIONS

After the Spin-Off and execution of the CompoSecure Management Agreement, the Company and CompoSecure are under common control by Tungsten 2024 LLC and its affiliates including Resolute Compo Holdings, LLC and Resolute ManCo Holdings LLC (“Tungsten 2024”). See Note 1 for further details on the CompoSecure Management Agreement.

In connection with the completion of the Spin-Off, Resolute Holdings entered into a Separation and Distribution Agreement with CompoSecure, pursuant to which CompoSecure delivered 100% of the issued and outstanding shares of Resolute Holdings’ Common Stock to the distribution agent for the Spin-Off to effectuate the delivery of the shares of Resolute Holdings’ Common Stock to CompoSecure’s stockholders by means of a pro rata dividend. The Separation and Distribution Agreement also set out the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between Resolute Holdings and CompoSecure Holdings following the Spin-Off, including procedures with respect to claims subject to indemnification, the exchange of information between Resolute Holdings and CompoSecure Holdings, and tax and other matters.

In connection with the Spin-Off, Resolute Holdings entered into a Letter Agreement with CompoSecure (“Letter Agreement”), pursuant to which CompoSecure will (i) delegate by resolution of the CompoSecure board of directors the authority to Resolute Holdings to approve issuances of CompoSecure equity for M&A and equity awards, (ii) issue CompoSecure equity pursuant to those delegations, (iii) make customary representations, warranties and covenants in connection with any acquisition, business combination transaction or other transaction that is intended to qualify in whole or in part as a tax-free for U.S. federal income tax purposes, and is entered into, in each case, in accordance with the CompoSecure Management Agreement and (iv) make filings and deliver notices in connection with the performance of Resolute Holdings’ duties and obligations under the CompoSecure Management Agreement. The Letter Agreement is coterminous with the CompoSecure Management Agreement.

Certain employees of the Company (“Contractors”) have entered into Independent Contractor Agreements with CompoSecure (“Contractor Agreements”) pursuant to which CompoSecure wishes for the Contractors to provide certain consulting and advisory services with respect to executing strategic corporate transactions and related activities, and such other similar services as reasonably requested by CompoSecure (“Contractor Services”). The Contractor Agreements shall continue until terminated by either party in accordance with the Contractor Agreements. In exchange for the Contractor Services, the Contractors shall be eligible to receive grants of restricted stock units or other equity incentive awards as determined by CompoSecure and shall remain eligible to vest in any equity incentive awards previously granted to Contractor by CompoSecure. Grants made under the Contractor Agreements are included in the disclosures in Note 3.

In connection with the Spin-Off, Resolute Holdings entered into a Registration Rights Agreement with Resolute Compo Holdings LLC (“Registration Rights Agreement”) pursuant to which Resolute Holdings agreed that, upon the request of Resolute Compo Holdings LLC and its permitted transferees including Resolute ManCo Holdings LLC (collectively, the “Holder”), subject to certain limitations, Resolute Holdings will use its reasonable best efforts to effect the registration under applicable federal or state securities laws of any shares of Resolute Holdings’ Common Stock held by Holder. If Resolute Holdings intends to file on its behalf

RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

(“$ in thousands” - except share data)

or on behalf of any of its other security holders a registration statement in connection with a public offering of any of its securities in a manner that would permit the registration for offer and sale of its common stock held by Holder, Holder has the right to include its shares of Resolute Holdings’ common stock in that offering. Resolute Holdings is generally responsible for all registration expenses in connection with the performance of its obligations under the registration rights provisions in the agreement, and Holder will be responsible for its own internal fees and expenses, any applicable underwriting discounts or commissions and any stock transfer taxes. The agreement also contains customary indemnification and contribution provisions by Resolute Holdings for the benefit of Holder and, in limited situations, by Holder for the benefit of Resolute Holdings with respect to the information provided by Holder included in any registration statement, prospectus or related document. Holder may transfer the benefits of the Registration Rights Agreement to transferees of the shares covered by the Registration Rights Agreement, provided that each transferee agrees to be bound by the terms of the Registration Rights Agreement.

In connection with the completion of the Spin-Off, Resolute Holdings entered into a U.S. State and Local Tax Sharing Agreement with CompoSecure (“Tax Sharing Agreement”) that governs the respective rights, responsibilities, and obligations of CompoSecure and Resolute Holdings after the Spin-Off with respect to certain state and local tax matters in jurisdictions and for taxable periods in which Resolute Holdings is required to file tax returns on a consolidated, combined, unitary or other group basis with CompoSecure (“Combined Returns”). Among other things, the Tax Sharing Agreement (i) allocates responsibility for the preparation and filing of Combined Returns and the payment of taxes due in connection therewith, (ii) determines the appropriate allocation of any such tax liability between Resolute Holdings and CompoSecure, (iii) requires compensation to be paid by CompoSecure to Resolute Holdings to the extent CompoSecure uses any tax attributes properly allocable to Resolute Holdings to offset taxes otherwise allocable to CompoSecure, and vice versa, (iv) allocates responsibility for the conduct of tax contests arising with respect to Combined Return, and (v) ensures that the parties are aligned on cooperating and coordinating with respect to Combined Returns.

On February 28, 2025, upon the completion of the Spin-Off, Roger Fradin resigned from the board of directors of CompoSecure for personal reasons and not as a result of any disagreement with management or any matter relating to CompoSecure’s operations, policies or practices. In connection with Mr. Fradin’s resignation, CompoSecure entered into a Board Adviser Agreement with Fradin Consulting LLC (“Fradin Consulting”) and Resolute Holdings (the “Board Adviser Agreement”), effective as of the date of Mr. Fradin’s resignation, for a period of 12 months subject to automatic renewal for 12-month periods unless earlier terminated in accordance therewith. Pursuant to the Board Adviser Agreement, Mr. Fradin, as the representative of Fradin Consulting, will provide advisory services to the board of directors of CompoSecure in exchange for which Fradin Consulting will receive an annual cash retainer fee of $50, payable quarterly in arrears, and Mr. Fradin, on behalf of Fradin Consulting, will be granted an annual award of options to purchase shares of CompoSecure common stock with a fair market value, as defined in the Third Amended and Restated CompoSecure, Inc. Non-Employee Director Compensation Policy, of $150.

The Company has entered into an agreement with SRM Equity Partners, LLC (“SRM”) pursuant to which SRM provides certain services to the Company, including executive administration services and office space for use by Mr. David Cote, for approximately $362 during the fiscal year ending December 31, 2025. Mr. John Cote is the managing member of SRM. The Company recognized $87 during the three months ended March 31, 2025 in selling, general, and administrative expense.

CompoSecure is the sole member of CompoSecure Holdings. In accordance with the Third Amended and Restated Limited Liability Company Agreement of CompoSecure Holdings, CompoSecure from time to time receives distributions from CompoSecure Holdings and CompoSecure Holdings from time to time will pay expenses on behalf of CompoSecure. There wereno distributions or transfers to Composecure from CompoSecure Holdings during thethree months ended March 31, 2025.

18. SUBSEQUENT EVENTS

None.