GPGI, Inc.

Previous wording

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company's audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in this Quarterly Report on Form 10-Q.

Current wording

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company's audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

On September 27, 2024, Resolute Holdings Management, Inc. ("Resolute Holdings") was created as a wholly owned subsidiary of Holdings. On February 28, 2025, the Company completed the previously-announced spin-off (the "Spin-Off") of Resolute Holdings. In connection with the Spin-Off, Holdings entered into a management agreement (the "Management Agreement") pursuant to which Resolute Holdings provides management and other related services to Holdings in exchange for payment of quarterly management fees based on 2.5% of Holdings last twelve-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) 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). Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of Holdings other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to Holdings under the 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 Holdings. The Spin-Off of Resolute Holdings from the Company was achieved through the distribution of all outstanding shares of common stock, par value $0.0001 per share, of Resolute Holdings (the "Resolute Holdings Common Stock"), on a pro rata basis, to holders of record of the Company’s Class A Common Stock, par value $0.0001 per share (the “CompoSecure Common Stock”). Each holder of record of CompoSecure Common Stock received one share of Resolute Holdings Common Stock for every twelve shares of CompoSecure Common Stock held on February 20, 2025, the record date for the Spin-Off. In lieu of fractional shares of Resolute Holdings Common Stock, holders of CompoSecure Common Stock received cash.

Current wording

On February 28, 2025, the Company completed the Spin-Off of Resolute Holdings. In connection with the Spin-Off, GPGI Holdings entered into a management agreement (the "CompoSecure Management Agreement"), pursuant to which Resolute Holdings provides management and other related services to GPGI Holdings in exchange for payment of quarterly management fees, payable in arrears, in a cash amount equal to 2.5% of GPGI Holdings' last twelve-months' Adjusted EBITDA as defined in the CompoSecure Management Agreement, measured for the period ending on the fiscal quarter then ended (“CompoSecure Management Agreement Adjusted EBITDA”). CompoSecure Management Agreement Adjusted EBITDA reflects (a) GPGI Holdings’ earnings before

Previous wording

By virtue of control of the board of managers of Holdings, the Company historically operated and controlled the business and affairs of Holdings and thus consolidated Holdings. As of February 28, 2025 and subsequent to the Spin-Off and execution of the Management Agreement, control of Holdings transferred to Resolute Holdings and the Company no longer consolidates Holdings. Rather, the Company accounts for the investment in Holdings as an equity method investment.

Current wording

Historically, the Company operated and controlled the business and affairs of GPGI Holdings by virtue of its control of the board of managers of GPGI Holdings, and thus the financial results of GPGI Holdings were consolidated into the financial statements of the Company. As of and subsequent to the Spin-Off, and as a result of the execution of the CompoSecure Management Agreement, control of GPGI Holdings transferred to Resolute Holdings and the Company no longer consolidates GPGI Holdings. For periods subsequent to the completion of the Spin-Off, GPGI Holdings is treated as a variable interest entity and the results of operations of GPGI Holdings and its subsidiaries are no longer consolidated in the financial statements of the Company; rather, such results are consolidated in the financial statements of Resolute Holdings, and the Company accounts for the results of GPGI Holdings and its subsidiaries (including the CompoSecure and Husky businesses) using the equity method of accounting, with the Company’s statement of operations reflecting the Company’s share of earnings of GPGI Holdings as earnings from an equity method investment, and the Company’s consolidated balance sheets reflect its carrying value in GPGI Holdings as an equity method investment.

Previous wording

Certain of Holdings' formal equity holders had the right to receive additional shares of the Company's Class A Common Stock ("Earnout Shares") in earnout consideration (collectively, the “Earnouts”). The Earnouts were subject to two stock price thresholds, with half of the Earnout Shares awarded upon the achievement of each threshold. The first Earnout threshold was achieved, and approximately 3,600,000 Earnout Shares were issued on December 17, 2024. The second Earnout threshold was achieved on September 8, 2025, and approximately 4,400,000 (as adjusted for the Spin-Off) Earnout Shares were issued.

Current wording

Certain of GPGI Holdings' former equity holders had the right, pursuant to the agreement and plan of merger that governed CompoSecure's initial business combination completed in December 2021, to receive additional shares of Class A common stock ("Earnout Shares") in earnout consideration (collectively, the “Earnouts”). The Earnouts were subject to two stock price thresholds, with half of the Earnout Shares awarded upon the achievement of each threshold. The first Earnout threshold was achieved on December 17, 2024, and approximately 3.8 million Earnout Shares were issued. The second Earnout threshold was achieved on September 8, 2025, and approximately 4.4 million Earnout Shares (as adjusted for the Spin-Off) were issued.

Previous wording

U.S. and international markets, and particularly the rapidly evolving digital assets industry, are experiencing uncertain and volatile economic conditions, including the war in Ukraine, the ongoing conflict in Israel, Gaza and the surrounding areas, sustained inflation, international trade restrictions and tariffs, threats or concerns of recession, and supply chain disruptions. These conditions make it extremely difficult for us and our suppliers to accurately forecast and plan future business activities. Additionally, a significant downturn in the domestic or global economy may cause our existing customers to pause or delay orders and prospective customers to defer new projects. Together, these circumstances create an environment in which it is challenging for us to predict future operating results. If these uncertain business, macroeconomic or political conditions continue or further decline, our business, financial condition and results of operations could be materially adversely affected.

Current wording

Economic tensions and changes in international trade policies, including new tariffs introduced by the U.S. last year, as well as ongoing geopolitical instability in certain regions, including the Middle East, have in the past impacted and could in the future impact the market for our products and services. In particular, a portion of the raw materials used by us to manufacture our products are obtained, directly or indirectly, from companies located outside of the United States, and disruptions arising from geopolitical conflicts or heightened tensions in the Middle East have in the past and could in the future further affect global supply chains, transportation routes, or input costs. Additionally, a significant downturn in the domestic or global economy has in the past and may in the future cause our existing customers to pause or delay orders and prospective customers to defer new projects. Together, these circumstances create an environment in which it is challenging for us to predict future operating results. If these uncertain business, macroeconomic, trade, or political conditions continue or further deteriorate, our business, financial condition, and results of operations could be materially adversely affected.

Previous wording

The below components of results of operations primarily relate to the operations of Holdings prior to the Spin-Off and when the Company consolidated the operating results of Holdings. Subsequent to the Spin-Off, the Company's operations have been limited to non-revenue generating activities such as its stock market listing, compliance with public company reporting obligations, obligations under the tax receivable agreement, warrant liability reevaluation, income recognized from equity method investment, and the earnout considerations.

Current wording

Following the Spin‑Off on February 28, 2025, the Company no longer consolidates GPGI Holdings and instead accounts for its investment in GPGI Holdings under the equity method. The components of results of operations presented below primarily relate to the operations of GPGI Holdings prior to the Spin-Off when the Company consolidated GPGI Holdings' operating results. Subsequent to the Spin‑Off, the Company’s activities were limited primarily to non‑revenue‑generating functions, including maintaining its stock market listing, compliance with public company reporting obligations, obligations under the tax receivable agreement ("TRA"), warrant liability remeasurement, earnout considerations, and income recognized from its equity method investment.

Previous wording

The Company’s cost of sales includes the direct and indirect costs related to manufacturing products and providing related services. Product costs include the cost of raw materials and supplies, including various metals, EMV® chips, holograms, adhesives, magnetic stripes, and NFC assemblies; the cost of labor; equipment and facilities; operational overhead; depreciation and amortization; leases and rental charges; shipping and handling; and freight and insurance costs. Cost of sales can be impacted by many factors, including volume, operational efficiencies, procurement costs, and promotional activity.

Current wording

The Company’s cost of sales associated with CompoSecure and Husky, which are equity method accounted, includes the direct and indirect costs related to manufacturing products and providing related services. Product costs include the cost of raw materials and supplies, including various metals, purchased components such as cabinets, EMV® chips, holograms, adhesives, magnetic stripes, and NFC assemblies; the cost of labor; equipment and facilities; operational overhead; warranty; depreciation and amortization; leases and rental charges; shipping and handling; and freight and insurance costs. Cost of sales can be impacted by many factors, including volume, operational efficiencies, procurement costs, and promotional activity.

Previous wording

The Company’s operating expenses are comprised of selling, general, and administrative expenses, which generally consist of personnel-related expenses for its corporate, executive, finance, information technology, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, sales and marketing.

Current wording

The Company’s operating expenses are comprised of selling, general, and administrative expenses, which generally consist of personnel-related expenses for its corporate, executive, finance, information technology, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, sales and marketing. Research and development of new products and technologies are costs of both CompoSecure and Husky, which are equity method accounted.

Previous wording

Income from operations consists of the Company’s gross profit less its operating expenses. Operating margin is income from the Company’s operations as a percentage of its net sales.

Current wording

Income (loss) from operations consists of the Company’s gross profit less its operating expenses. Operating margin is income from the Company’s operations as a percentage of its net sales.

Previous wording

Other expense primarily consists of changes in fair value of warrant liability, earnout consideration liability and interest expense, net of any interest income.

Current wording

Other income (expense) primarily consists of changes in fair value of warrant liability, earnout consideration liability and interest expense, net of any interest income.

Previous wording

Net loss consists of the Company’s (loss) income from operations, less other expenses and income tax provision or benefit.

Current wording

Net income (loss) consists of the Company’s income (loss) from operations, less other expenses and income tax provision or benefit.

Previous wording

Reflecting the change to equity method accounting, the following table presents the Company’s results of operations for the periods indicated:

Current wording

Reflecting the change to equity method accounting after the Spin-Off, the following table presents the Company’s results of operations for the periods indicated:

Previous wording

The Company’s net sales for the three months ended September 30, 2025 decreased by $107.1 million, or 100%, to $0. The decrease was driven by the deconsolidation of Holdings on February 28, 2025. Holdings generated $120.9 million of net sales for the three months ended September 30, 2025.

Current wording

The Company’s net sales for the three months ended March 31, 2026 decreased by $59.8 million, or 100%, to $0.0. The decrease was driven by the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $407.8 million of net sales for the three months ended March 31, 2026, which increased by $303.9 million, or 292% from $103.9 million of net sales for the three-months ended March 31, 2025. The increase was driven by the incremental revenues generated from Husky from the Husky Transaction Date.

Previous wording

The Company’s gross profit for the three months ended September 30, 2025 decreased $55.4 million, or 100%, to $0, while the gross profit margin decreased from 52% to 0%. The decrease in gross profit was due to the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings generated $71.3 million of gross profit for the three months ended September 30, 2025.

Current wording

The Company’s gross profit for the three months ended March 31, 2026 decreased $28.7 million, or 100%, to $0.0, while the gross profit margin decreased from 48% to 0%. The decrease in gross profit was due to the deconsolidation of GPGI Holdings as a result of the Spin-Off on February 28, 2025. GPGI Holdings generated

Previous wording

The Company’s operating expenses for the three months ended September 30, 2025 decreased $16.4 million, or 62%, to $9.9 million compared to $26.3 million for the three months ended September 30, 2024. The decrease was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings incurred $29.6 million of operating expenses for the three months ended September 30, 2025.

Current wording

The Company’s operating expenses for the three months ended March 31, 2026 increased $32.9 million, or 145%, to $55.6 million compared to $22.7 million for the three months ended March 31, 2025. The increase was driven primarily by the deconsolidation of GPGI Holdings as a result of the Spin-Off on February 28, 2025 and Husky Transaction costs of$49.8 million. GPGI Holdings incurred$170.0 million of operating expenses for the three months ended March 31, 2026, compared to$27.9 million of operating expenses for the three months ended March 31, 2025. The increase was driven by the incremental operating expenses associated with the Husky business from the Husky Transaction Date.

Previous wording

During the three months ended September 30, 2025, the Company had a loss from operations of $9.9 million compared to income from operations of $29.1 million for the three months ended September 30, 2024. The Company’s operating margin for the three months ended September 30, 2025 decreased to 0% compared to 27% for the three months ended September 30, 2024. The decrease in income from operations and operating margin was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025.

Current wording

During the three months ended March 31, 2026, the Company had loss from operations of $55.6 million compared to income from operations of $6.0 million for the three months ended March 31, 2025. The Company’s operating margin for the three months ended March 31, 2026 decreased to 0% compared to 10% for the three months ended March 31, 2025. The decrease in income from operations and operating margin was driven by the deconsolidation of GPGI Holdings as a result of the Spin-Off on February 28, 2025. GPGI Holdings had a loss from operations of$14.4 million for the three months ended March 31, 2026 compared to a gain from operations of $26.6 million for the three months ended March 31, 2025. The change from income to loss from operations was primarily driven by the incremental operating expenses associated with the Husky business from the Husky Transaction Date.

Previous wording

The Company's income tax expense for the three months ended September 30, 2025 was $29.8 million, compared to $0.6 million for the three months ended September 30, 2024.

Current wording

The Company's income tax expense for the three months ended March 31, 2026 was $3.6 million, compared to $27.0 million for the three months ended March 31, 2025.

Previous wording

This Form 10-Q includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. The Company believes EBITDA, Adjusted EBITDA, Adjusted Net Income, and non-GAAP earnings per share are useful to investors in evaluating the Company’s financial performance.

Current wording

This Form 10-Q includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. The Company believes Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per Share ("Adjusted EPS") are useful to investors in evaluating the Company’s financial performance.

Previous wording

The Company uses these non-GAAP measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and measure incentive compensation. We believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. We believe EBITDA and Adjusted EBITDA provide valuable insight into operational efficiency independent of capital structure and tax environment; Adjusted Net Income and Adjusted EPS offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items. Additionally, the Company’s debt agreements contain covenants based on variations of these measures for purposes of determining debt covenant compliance. The Company believes that investors should have access to the same set of tools that its management uses in analyzing operating results.

Current wording

The Company uses these non-GAAP measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and measure incentive compensation. We believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. We believe Adjusted EBITDA provides valuable insight into operational efficiency independent of capital structure and tax environment; Adjusted Net Income and Adjusted EPS offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items.

Previous wording

EBITDA, Adjusted EBITDA and non-GAAP earnings per share should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA and non-GAAP earnings per share are significant components in understanding and assessing the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity. These non-GAAP measures may be different from similarly titled non-GAAP measures used by other companies.

Current wording

Adjusted EBITDA and Adjusted EPS should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from Adjusted EBITDA and Adjusted EPS are significant components in understanding and assessing the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity. These non-GAAP measures may be different from similarly titled non-GAAP measures used by other companies.

Previous wording

The following unaudited table presents the reconciliation of net (loss) income to EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024.

Current wording

The following unaudited table presents the reconciliation of net income (loss) to Adjusted EBITDA for the three months ended March 31, 2026 and March 31, 2025, respectively.

Previous wording

(1)Includes amortization of deferred financing cost and loss on extinguishment of debt for the three and nine months ended September 30, 2025 and 2024.

Current wording

(1) Includes amortization of deferred financing costs for the three months ended March 31, 2026.

Previous wording

(3)The presented adjustments include amounts related to both the Company and its equity method investment in Holdings.

Current wording

(2)The presented adjustments include amounts related to both the Company and its equity method investment in GPGI Holdings for the three months ended March 31, 2025.

Previous wording

The following unaudited table presents the non-GAAP earnings per share and reconciliation of GAAP net loss to non-GAAP adjusted net income for the periods indicated below to reflect current and deferred income tax expenses. The below presentation does not include a full tax provision. The Company applies a blended tax rate to its income before taxes and to all adjustments. Additionally, the below table includes Class B shares to eliminate the impact of the Company's historical Up-C structure.

Current wording

The following unaudited table presents the Adjusted EPS and reconciliation of GAAP net income (loss) to non-GAAP Adjusted EPS for the periods indicated below to reflect current and deferred income tax expenses. The below

Previous wording

(2)Includes the changes in fair value of warrant liability, make-whole provision of Exchangeable Notes and earnout consideration liability for the three and nine months ended September 30, 2025 and 2024.

Current wording

(1) Includes the changes in fair value of warrant liability and earnout consideration liability for three months ended March 31, 2025.

Previous wording

(3)Reflects current and deferred income tax expenses. For the three and nine months ended September 30, 2024 it was calculated using the Company's blended tax rate as if the Company did not have any non-controlling interest associated with its historical Up-C structure. For the three and nine months ended September 30, 2025, it was calculated by applying the Company's assumed effective tax rate.

Current wording

(2) Reflects current and deferred income tax expenses. For the three months ended March 31, 2025 it was calculated using the Company's blended tax rate. For the three months ended March 31, 2026, it was calculated by applying the Company's assumed effective tax rate.

Previous wording

(5) Assumes treasury stock method, valuation at assumed fair market value of $17.30 and $13.99 for the three and nine months ended September 30, 2025, respectively and $18.00 for thethree and nine months ended September 30, 2024.

Current wording

(3) Assumes treasury stock method, valuation at assumed fair market value of $14.47 for the three months ended March 31,2025.

Previous wording

Critical accounting policies are detailed in the Company’s Annual Report on Form 10-K for the year ended

Current wording

Critical accounting policies are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.

Previous wording

Reference is made to Note 2 of Notes to Financial Statements - unaudited in Item 1, “Financial Statements,” for

Current wording

Reference is made to Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) in Item 1, “Financial Statements,” for information concerning recent accounting pronouncements since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

CompoSecure, Inc.'s primary sources of liquidity are its existing cash and cash equivalents balances, proceeds from the exercise of warrants, funding from its wholly owned subsidiary, Holdings, which are treated as distributions from Holdings to the Company and potential proceeds from the sale of stock. The Company’s primary cash requirements include limited operating expenses relating primarily to public company expenses such as D&O insurance, professional fees, and stock exchange listing fees. Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and borrowings on its term loan and revolving credit facility. Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment).

Current wording

GPGI's primary sources of liquidity are its existing cash and cash equivalents balances, proceeds from the exercise of warrants, funding from its wholly owned subsidiary, GPGI Holdings, which are treated as distributions from GPGI Holdings to the Company and potential proceeds from the sale of stock. The Company’s primary cash requirements include limited operating expenses relating primarily to public company expenses such as directors and officers insurance, professional fees, and stock exchange listing fees. GPGI Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and borrowings on its term loan and revolving credit facility. GPGI Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment).

Previous wording

As of September 30, 2025, the Company had cash and cash equivalents of $127.4 million and Holdings had cash and cash equivalents of $97.2 million, investment in US treasury bills of $40.7 million and total debt principal outstanding of $190.0 million. As of December 31, 2024, the Company, including Holdings, had cash and cash equivalents of $77.5 million and total debt principal outstanding of $197.5 million. The decrease in cash and cash equivalents and debt of the Company resulted from the adoption of equity method accounting presentation for Holdings on February 28, 2025 as a result of the Spin-Off and Management Agreement.

Current wording

As of March 31, 2026, GPGI, Inc. had cash and cash equivalents of $6.5 million and GPGI Holdings had cash and cash equivalents of $115.1 million, and total debt principal outstanding of $2,175.0 million. As of December 31, 2025, GPGI, Inc. had cash and cash equivalents of $114.6 million and GPGI Holdings had cash and cash equivalents of $157.0 million, investment in US treasury bills of $41.1 million and total debt principal outstanding of $186.3 million. The decrease in cash and cash equivalents of GPGI was due to the investment in GPGI Holdings to fund the Husky Transaction. The decrease in cash and cash equivalents and short-term investments at GPGI Holdings and the increase in debt was as a result of funding the Husky Transaction.

Previous wording

The Company believes that available cash and cash equivalents at September 30, 2025 of $97.2 million are sufficient to meet the liquidity needs of the Company. The Company anticipates that to the extent that the Company and/or Holdings requires additional liquidity, it will be funded through borrowings on Holdings' revolving credit facility, the incurrence of other indebtedness, or a combination thereof and/or offering of the Company's equity or debt securities in capital markets. The Company cannot be assured that it or Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of the Company and Holdings and their ability to meet their obligations and their capital requirements are also dependent on the future financial performance of Holdings, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, the Company cannot be assured that Holdings will generate sufficient cash flows from operations or that future capital will be available from additional indebtedness or other sources to meet the liquidity needs of the Company and Holdings. The Company has announced plans to use acquisitions as part of its growth strategy. As the Company has pursues acquisitions, the Company and/or Holdings may incur additional equity or debt financings to complete such acquisitions.

Current wording

The Company believes that available cash and cash equivalents as of March 31, 2026 of $6.5 million are sufficient to meet the liquidity needs of the Company. The Company anticipates that to the extent that the Company, including GPGI Holdings, requires additional liquidity, it will be funded through borrowings on GPGI Holdings' revolving credit facility, the incurrence of other indebtedness, or a combination thereof and/or offering of the Company's equity or debt securities in capital markets. The Company cannot be assured that GPGI, Inc. or GPGI Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of GPGI, Inc. and GPGI Holdings and their ability to meet their obligations and their capital requirements are also dependent on the future financial performance of GPGI Holdings, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, we cannot be assured that GPGI Holdings will generate sufficient cash flows from operations or that future capital will be available from additional indebtedness or other sources to meet the liquidity needs of GPGI, Inc. and GPGI Holdings. We have announced plans to use acquisitions as part of our growth strategy. As we pursue acquisitions, GPGI, Inc. and/or GPGI Holdings may incur additional equity or debt to complete such acquisitions.

Previous wording

Cash used in the Company’s operating activities for the nine months ended September 30, 2025 was $8.9 million as compared to cash provided by operating activities of $95.4 million during the nine months ended September 30, 2024. The decrease in cash provided by operating activities of $104.3 million was primarily attributable to decreases in net loss of $144.5 million, non-cash charges of $18.6 million and equity in net income of Holdings of $93.4 million. These decreases were partially offset by a distributions from Holdings of $21.7 million, an increase in working capital of $28.9 million and changes in mark to market fair values of $100.0 million.

Current wording

Cash used in the Company’s operating activities for the three months ended March 31, 2026 was $52.6 million, compared to cash provided by operating activities of $3.0 million during the three months ended March 31, 2025. The decrease in cash provided by operating activities of $55.6 million was primarily attributable to the deconsolidation of GPGI Holdings after execution of the CompoSecure Management Agreement, along with the Husky Transaction.

Previous wording

Cash used in the Company’s investing activities for the nine months ended September 30, 2025 was $60.7 million, primarily related to cash and cash equivalents that were deconsolidated as a result of the Spin-Off and commencement of the Management Agreement compared to cash used in investing activities for the nine months ended September 30, 2024 of $5.5 million which was primarily attributable to purchases of equipment.

Current wording

Cash used in the Company’s investing activities for the three months ended March 31, 2026 was $2,016.8 million, compared to cash used in investing activities of $60.7 million during the three-months ended March 31, 2025. The decrease in cash used by investing activities of $1,956.1 million was primarily due to the investment in GPGI Holdings for the Husky Transaction.

Previous wording

Cash provided by the Company’s financing activities for the nine months ended September 30, 2025 was $119.5 million, compared to cash used in the Company's financing activities for the nine months ended September 30, 2024 of $78.5 million. Cash provided in financing activities for the nine months ended September 30, 2025 primarily related to proceeds from the exercise of warrants of $154.4 million offset by $18.0 million of payments for taxes related to net share settlement of equity awards, purchase of treasury shares of $12.2 million and payment of TRA liability of $4.7 million. Cash used in financing activities for the nine months ended September 30, 2024 primarily related to distributions to non-controlling interest holders of $34.9 million, special distribution to non-controlling interest holders of $15.6 million, repayment of scheduled term loan principal payments of $10.3 million, dividends to holders of the Company's Class A Common Stock of $8.9 million, payments for taxes relating to net settlement of vested RSUs of $8.5 million, deferred financing cost relating to debt modification of $1.9 million and payment of tax receivable agreement liability of $1.3 million These uses were partially offset by proceeds of $2.9 million from the exercise of stock options and issuance of shares for ESPP transactions.

Current wording

Cash provided by the Company’s financing activities for the three months ended March 31, 2026 was $1,961.3 million, compared to cash used in the Company's financing activities for the three months ended March 31, 2025 of $10.3 million. The increase in cash provided by financing activities for the three months ended March 31, 2026 was due to the issuance of the PIPE shares for the Husky Transaction. Cash used in financing activities for the three months ended March 31, 2025 primarily related to $15.3 million of payments for taxes related to net share settlement of equity awards, offset by proceeds from the exercise of warrants of $4.9 million.

Previous wording

A summary of the minimum contractual obligations of Holdings relating to its material outstanding contractual commitments is included in Notes 7, 8 and 16 of our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC. Holdings long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. The Company did not have any material contractual obligations.

Current wording

A summary of the minimum contractual obligations of GPGI, Inc. relating to its material outstanding contractual commitments is included in Note 8 of our March 31, 2026 Condensed Consolidated Financial Statements. GPGI, Inc. long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. The Company did not have any material contractual obligations.

Previous wording

The Company is party to the Holdings Credit Facility with various banks. For more information on the Holdings Credit Facility, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 6 to the Company's financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 5, 2025.

Current wording

The Company is party to the New Term Loan and the New Revolving Facility with various banks. For more information on GPGI Holdings' historical debt, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 7 to the Company's financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 12, 2026.