GPGI, Inc.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
GPGI$14.21+4.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001628280-26-053968
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001628280-26-071728
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 145 previous paragraphs and 145 current paragraphs.
84 unchanged; 36 reworded; 23 added; 21 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
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The Company's income tax benefit for the three months ended September 30, 2026 was $7.0 compared to income tax expense of $29.8 for the three months ended September 30, 2025. The $36.8 increase to the income tax benefit is mainly due to the effect of non-deductible revaluation of warrant and earnout consideration liabilities in 2025, partially offset by a smaller loss before income taxes in 2026 when applying the annual effective tax rate.
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Net Income (Loss)
Current report
The Company's net income for the three months ended September 30, 2026 was $76.0 compared to net loss of $174.7 for the three months ended September 30, 2025. The net income during the three months ended September 30, 2026 was driven largely by the earnings (losses) in equity method investment of $74.8. The net loss during the three months ended September 30, 2025 was largely driven by other expense of $174.6.
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Results of Operations - Nine Months Ended September 30, 2026 compared with Nine Months Ended September 30, 2025
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The Company's operating expenses for the nine months ended September 30, 2026 was $70.8 compared to $35.3 for the nine months ended September 30, 2025. The increase in operating expenses of $35.5 was driven
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primarily by transaction costs associated with the Husky Transaction. GPGI Holdings incurred $409.0 of operating expenses for the nine months ended September 30, 2026 compared to $85.4 of operating expenses for the nine months ended September 30, 2025. The increase was driven primarily by the incremental operating expenses associated with the Husky business from the Husky Transaction Date.
Current report
The Company's income tax benefit for the nine months ended September 30, 2026 was $2.2 compared to income tax expense of $55.0 for the nine months ended September 30, 2025. The $57.2 increase to the income tax benefit is mainly due to the effect of non-deductible revaluation of warrant and earnout consideration liabilities in 2025, partially offset by a smaller loss before income taxes in 2026, in applying the annual effective tax rate. This is further adjusted for the gain on the spin-off in 2025 and the revaluation of the deferred tax balance as a result of the Husky Transaction.
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Net income (loss)
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The Company's net loss for the nine months ended September 30, 2026 was $108.7 compared to net loss of $179.3 for the nine months ended September 30, 2025. The net loss during the nine months ended September 30, 2026 was driven largely by transaction costs related to the Husky Transaction, the loss on remeasurement of the TRA liability and losses in equity method investment. The net loss during the nine months ended September 30, 2025 was largely driven by other expenses of $211.1.
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GPGI, INC.
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Removed paragraphs (21)
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Overview
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Results of Operations
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The Company's income tax expense for the three months ended June 30, 2026 was $(1.2) compared to an income tax benefit of $1.8 for the three months ended June 30, 2025.
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Six Months Ended June 30, 2026 compared with Six Months Ended June 30, 2025
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The Company’s operating expenses for the six months ended June 30, 2026 increased $39.7 or 156.9%, to $65.0 compared to $25.3 for the six months ended June 30, 2025. The increase was driven primarily by higher stock-based compensation expense from independent contractors now being recognized by the Company after loss of common control with Resolute Holdings subsequent to the Husky Transaction Date and Husky Transaction costs of $49.8. GPGI Holdings incurred $309.0 of operating expenses for the six months ended June 30, 2026 compared to $55.7 of operating expenses for the six months ended June 30, 2025. The increase was driven by the incremental operating expenses associated with the Husky business of $247.3 from the Husky Transaction Date.
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ended June 30, 2026 compared to a gain from operations of $67.6 for the six months ended June 30, 2025. The decrease in income from operations was primarily driven by a $79.0 loss from operations from the Husky business.
Previous report
The Company's income tax expense for the six months ended June 30, 2026 was $(4.8) compared to $(25.2) for the six months ended June 30, 2025.
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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.
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(2) Includes the changes in fair value of warrant liability and earnout liability for the six months ended June 30, 2025.
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Reworded paragraphs (36)
Previous wording
On November 2, 2025, GPGI entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC (“Platinum Equity”) pursuant to which GPGI, through GPGI Holdings, would combine with Husky Technologies Limited for an enterprise value of approximately $4.976 financed with debt, cash, and shares of GPGI’s Class A Common Stock (“Husky Transaction”). On January 12, 2026, the Company completed the business combination ("Husky Transaction Date").
Current wording
On November 2, 2025, GPGI entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC (“Platinum Equity”) pursuant to which GPGI, through GPGI Holdings, would combine with Husky Technologies Limited for an enterprise value of approximately $4,976.0 financed with debt, cash, and shares of GPGI’s Class A Common Stock (“Husky Transaction”). On January 12, 2026, the Company completed the business combination ("Husky Transaction Date").
Previous 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
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 is obtained, directly or indirectly, from companies located outside
Previous 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, GPGI, Inc.’s activities have been 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 consideration, transaction expenses, and income recognized from its equity method investment.
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 have been 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 consideration, transaction expenses, and income recognized from its equity method investment. Husky’s results of operations have been included in GPGI Holdings' results from the Husky Transaction Date through September 30, 2026 as an equity method investment in GPGI Holdings. Husky’s results are not included in the results of operations for the three and nine months ended September 30, 2025, or prior to the completion of the Husky Transaction which limits comparability between periods.
Previous wording
Three Months Ended June 30, 2026 compared with Three Months Ended June 30, 2025
Current wording
Results of Operations - Three Months Ended September 30, 2026 compared with Three Months Ended September 30, 2025
Previous wording
The Company’s net sales for the three months ended June 30, 2026 and 2025 were $— due to the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $473.2 of net sales for the three months ended June 30, 2026, which increased by $353.6, or 295.7% from $119.6 of net sales for the three months ended June 30, 2025. The increase was driven by the incremental revenues generated from the Husky business.
Current wording
The Company’s net sales for the three months ended September 30, 2026 and 2025 were $0.0 due to the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $509.6 of net sales for the three months ended September 30, 2026, which increased by $388.7, or 321.5% from $120.9 of net sales for the three months ended September 30, 2025. The increase was driven by the incremental revenues generated from the Husky business along with 16% organic growth at the CompoSecure business.
Previous wording
The Company’s gross profit and gross margin for the three months ended June 30, 2026 and 2025 were $— and —% due to the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $165.0 of gross profit for the three months ended June 30, 2026, compared to $68.8 of gross profit for the three months ended June 30, 2025. The increase was driven by the incremental gross profit generated from the Husky business.
Current wording
The Company’s gross profit and gross margin for the three months ended September 30, 2026 and 2025 were $0.0 and 0.0% due to the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $208.9 of gross profit for the three months ended September 30, 2026, compared to $71.3 of gross profit for the three months ended September 30, 2025. The increase was driven by the incremental gross profit generated from the Husky business along with organic growth and margin expansion at the CompoSecure business.
Previous wording
The Company’s operating expenses for the three months ended June 30, 2026 increased $6.8, or 261.5%, to $9.4 compared to $2.6 for the three months ended June 30, 2025. The increase was driven primarily by higher stock-based compensation expense from independent contractors now being recognized by the Company after the loss of common control with Resolute Holdings subsequent to the Husky Transaction Date. GPGI Holdings incurred $139.0 of operating expenses for the three months ended June 30, 2026, compared to $27.8 of operating expenses for the three months ended June 30, 2025. The increase was driven by the incremental operating expenses associated with the Husky business.
Current wording
The Company's operating expenses for the three months ended September 30, 2026 was $5.8 compared to $9.9 for the three months ended September 30, 2025. The decrease of $4.1 was driven mostly by a decrease in professional fees partially offset by an increase in stock-based compensation expense from independent contractors now being recognized by the Company after the loss of common control with Resolute Holdings subsequent to the Husky Transaction Date. GPGI Holdings incurred $100.0 of operating expenses for the three months ended September 30, 2026, compared to $29.6 of operating expenses for the three months ended September 30, 2025. The increase was driven by transaction costs and the incremental operating expenses associated with the Husky business.
Previous wording
During the three months ended June 30, 2026, the Company had loss from operations of $9.4 compared to $2.6 for the three months ended June 30, 2025. The Company’s operating margin was 0.0% for the three months ended June 30, 2026 and June 30, 2025 due to the deconsolidation of GPGI Holdings on February 28, 2025. The decrease in income from operations was associated with an increase in selling, general and administrative expenses primarily due to professional fees and stock-based compensation expense. GPGI Holdings had anincome from operations of$26.0 for thethree months ended June 30, 2026 compared to an income from operations of$41.0 for the three months ended June 30, 2025. The decrease in income from operations was primarily driven by a $22.7 loss from operations associated with the Husky business.
Current wording
The Company's loss from operations for the three months ended September 30, 2026 was $5.8 compared to $9.9 for the three months ended September 30, 2025. The Company’s operating margin was 0.0% for the three months ended September 30, 2026 and September 30, 2025 due to the deconsolidation of GPGI Holdings on February 28, 2025. The decrease in loss from operations was driven by lower selling, general and administrative expenses. GPGI Holdings had anincome from operations of$108.9 for thethree months ended September 30, 2026 compared to an income from operations of$41.7 for the three months ended September 30, 2025. The increase was primarily attributable to the Husky acquisition, as well as improved operating performance at CompoSecure.
Previous wording
Other expenses for thethree months ended June 30, 2026 was $6.2 as compared to other expenses of $64.2 for thethree months ended June 30, 2025. The decrease in other expenses of $58.0 was due to the prior year revaluation of the warrant liability of $53.5 and liability associated with earnout consideration of $10.7 that were not repeated. GPGI Holdings had other income of $63.2 for the three months ended June 30, 2026 compared to other expenses of $2.1 for the three months ended June 30, 2025. The increase in other income was predominantly driven by a $96.2 gain on debt extinguishment recognized pursuant to a fair value measurement period adjustment on the debt assumed as part of the Husky Transaction.
Current wording
The Company's other income (expense) for the three months ended September 30, 2026 was $0.0 compared to $174.6 of other expense for thethree months ended September 30, 2025. The decrease in other expenses of $174.6 was mostly due to the prior year revaluation of the warrant liability of $117.3 and liability associated with earnout consideration of $57.6. GPGI Holdings had other expense of $32.1 for the three months ended September 30, 2026 compared to other expense of $2.1 for the three months ended September 30, 2025. The increase in other expense was predominantly driven by a $28.8 increase in interest expense.
Previous wording
Beginning February 28, 2025, the Company recognizes its share of GPGI Holdings’ net income within "Earnings (losses) in equity method investment" which totaled earnings of $67.1 for the three months ended June 30, 2026 as compared to$38.9 for thethree months ended June 30, 2025. The increase in earnings was primarily due to incremental earnings associated with a$96.2 gain on debt extinguishment. Refer to Note 3 in the unaudited condensed consolidated financial statements for the results of our equity method investment.
Current wording
Beginning February 28, 2025, the Company recognizes its share of GPGI Holdings’ net income within "Earnings (losses) in equity method investment" which totaled earnings of $74.8 for the three months ended September 30, 2026 as compared to$39.6 for thethree months ended September 30, 2025. Refer to Note 3 in the unaudited condensed consolidated financial statements for the results of our equity method investment.
Previous wording
The Company’s net sales for the six months ended June 30, 2026 decreased by $59.8, or 100.0%, to $0.0. The decrease was driven by the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $881.0 of net sales for the six months ended June 30, 2026, which increased by $657.5, or 294.2% from $223.5 of net sales for the six months ended June 30, 2025. The increase was driven by the incremental revenues generated by Husky from the Husky Transaction Date.
Current wording
The Company's net sales for the nine months ended September 30, 2026 was $0.0 compared to $59.8 for the nine months ended September 30, 2025. The decrease in net sales of $59.8 or 100.0% was driven by the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $1,390.6 of net sales for the nine months ended September 30, 2026 compared to $344.3 of net sales for the nine months ended September 30, 2025. The increase was driven by the incremental revenues generated by Husky from the Husky Transaction Date along with 18% organic growth from the CompoSecure business.
Previous wording
The Company’s gross profit for the six months ended June 30, 2026 decreased $28.7, or 100.0%, to $0.0, while the gross profit margin decreased from 48.0% to 0.0%. 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 $320.6 of gross profit for the six months ended June 30, 2026, compared to $123.3 of gross profit for the six months ended June 30, 2025. The increase was driven by the incremental gross profit generated by Husky from the Husky Transaction Date.
Current wording
The Company's gross profit for the nine months ended September 30, 2026 was $0.0 compared to $28.7 for the nine months ended September 30, 2025. 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 $529.5 of gross profit for the nine months ended September 30, 2026, compared to $194.6 of gross profit for the nine months ended September 30, 2025. The increase was driven by the incremental gross profit generated by Husky from the Husky Transaction Date along with organic growth and margin expansion at the CompoSecure business.
Previous wording
During the six months ended June 30, 2026, the Company had a loss from operations of $65.0 compared to income from operations of $3.4 for the six months ended June 30, 2025. The Company’s operating margin for the six months ended June 30, 2026 decreased to 0.0% compared to 5.7% for the six months ended June 30, 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 gain from operations of $11.6 for the six months
Current wording
The Company's loss from operations for the nine months ended September 30, 2026 was $70.8 compared to a loss from operations of $6.6 for the nine months ended September 30, 2025. The Company’s operating margin for the nine months ended September 30, 2026 was 0.0% compared to (11.0)% for the nine months ended September 30, 2025. The decrease in income from operations was driven by the deconsolidation of GPGI Holdings as a result of the Spin-Off on February 28, 2025. GPGI Holdings had income from operations of $120.5 for the nine months ended September 30, 2026 compared to income from operations of $109.3 for the nine months ended September 30, 2025. The increase in income from operations was primarily driven by income from operations of the Husky business and organic growth at CompoSecure, partially offset by transaction costs associated with the Husky Transaction.
Previous wording
Other expenses for the six months ended June 30, 2026 was $27.9 as compared to other expenses of $36.5 for the six months ended June 30, 2025. The decrease in other expenses of $8.6 primarily relates to the loss on remeasurement of the tax receivable agreement liability of $28.1 for the six months ended June 30, 2026 as compared to the revaluation of the warranty liability of $35.6 for the six months ended June 30, 2025. GPGI Holdings had other expenses of $73.3 for the six months ended June 30, 2026 compared to other expenses of $4.5 for the six months ended June 30, 2025. The increase was largely driven by higher interest expense of $62.5.
Current wording
The Company's other expense for the nine months ended September 30, 2026 was $27.9 as compared to other expenses of $211.1 for the nine months ended September 30, 2025. The decrease in other expenses of $183.2 primarily relates to non-recurrence of $209.9 of prior year changes in the fair value of warrant liability and earnout consideration liability, offset in part by a $28.1 loss on remeasurement of the TRA liability in the current period. GPGI Holdings had other expense of $105.4 for the nine months ended September 30, 2026 compared to other expenses of $6.6 for the nine months ended September 30, 2025. The increase was largely driven by higher interest expense.
Previous wording
The Company recognizes its share of GPGI Holdings’ net income (loss) within "Earnings (losses) in equity method investment" which totaled a loss of $87.0 for the six months ended June 30, 2026 as compared to earnings of $53.7 for the period from the Spin-Off date of February 28, 2025 to June 30, 2025. The decline in earnings was due to the impact of the Husky Transaction. Refer to Note 3 in the unaudited condensed consolidated financial statements for the results of our equity method investment.
Current wording
The Company recognizes its share of GPGI Holdings’ net income (loss) within "Earnings (losses) in equity method investment" which during the nine months ended September 30, 2026 accumulated losses of $12.2 as compared to earnings of $93.4 for the nine months ended September 30, 2025. The decline in earnings was due to the impact of the Husky Transaction. Refer to Note 3 in the unaudited condensed consolidated financial statements for the results of our equity method investment.
Previous wording
(5)Depreciation and amortization includes $50.3 of acquisition‑related fair value step‑ups related to the Husky Transaction for the three months ended June 30, 2026.
Current wording
(4)Depreciation and amortization includes $18.7 of acquisition‑related fair value step‑ups related to the Husky Transaction for the three months ended September 30, 2026.
Previous wording
The following unaudited table presents the reconciliation of net income (loss) to Adjusted EBITDA for the six months ended June 30, 2026 and June 30, 2025, respectively.
Current wording
The following unaudited table presents the reconciliation of net income (loss) to Adjusted EBITDA for the nine months ended September 30, 2026 and September 30, 2025, respectively.
Previous wording
(1) Includes amortization of deferred financing costs for the six months ended June 30, 2026 and June 30, 2025.
Current wording
(1) Includes amortization of deferred financing costs for the nine months ended September 30, 2026 and September 30, 2025.
Previous wording
(3) Husky Transaction costs for the six months ended June 30, 2026 primarily include advisory, legal and other professional fees incurred in connection with the Husky Transaction.
Current wording
(3) Husky Transaction costs for the nine months ended September 30, 2026 primarily include advisory, legal and other professional fees incurred in connection with the Husky Transaction.
Previous wording
(4) Spin-Off costs for the three months ended June 30, 2025 represent expenses incurred in connection with the Spin-Off completed on February 28, 2025.
Current wording
(4) Spin-Off costs for the nine months ended September 30, 2025 represent expenses incurred in connection with the Spin-Off completed on February 28, 2025.
Previous wording
(5)Depreciation and amortization includes $97.1 of acquisition‑related fair value step‑ups related to the Husky Transaction for the six months ended June 30, 2026.
Current wording
(5)Depreciation and amortization includes $115.8 of acquisition‑related fair value step‑ups related to the Husky Transaction for the nine months ended September 30, 2026.
Previous wording
(6)There were measurement period adjustments reflected in the condensed consolidated statements of operations in the current period related to the Husky Transaction.
Current wording
(6)There were measurement period adjustments reflected in the condensed consolidated statements of operations in a prior period related to the Husky Transaction.
Previous wording
(1) Includes the changes in fair value of warrant liability and earnout liability for three and six months ended June 30, 2025.
Current wording
(1) Includes the changes in fair value of warrant liability and earnout liability for three and nine months ended September 30, 2025.
Previous wording
(2) Reflects current and deferred income tax expenses. For the three and six months ended June 30, 2025 it was calculated using the Company's blended tax rate. For the three and six months ended June 30, 2026, 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 and nine months ended September 30, 2025 it was calculated using the Company's blended tax rate. For the three and nine months ended September 30, 2026, it was calculated by applying the Company's assumed effective tax rate.
Previous wording
(3) Treasury stock method utilized a valuation at fair market value of $14.47 for the three and six months ended June 30, 2025.
Current wording
(3) Treasury stock method utilized a valuation at fair market value of $14.47 for the three and nine months ended September 30, 2025.
Previous 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.
Current wording
Reference is made to Note 2 of the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for information concerning recent accounting pronouncements since the filing of the Company’s 2025 Annual Report.
Previous wording
GPGI's primary sources of liquidity are its existing cash and cash equivalents balances 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 operating expenses relating primarily to public company expenses such as directors and officers insurance, professional fees, stock exchange listing fees, transaction expenses, and TRA distributions. GPGI Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and debt borrowings. GPGI Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment).
Current wording
The Company’s primary sources of liquidity are its existing cash and cash equivalents balances funded 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 are for operating expenses relating to public company expenses such as directors and officers insurance, professional fees, stock exchange listing fees, transaction expenses, and TRA distributions. GPGI Holdings' primary sources of liquidity are from its existing cash and cash equivalents balances, cash flows from operations and debt borrowings. GPGI Holdings’ primary cash requirements are for operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment).
Previous wording
As of June 30, 2026, GPGI, Inc. had cash and cash equivalents of $7.7 and debt principal of $0.0, and GPGI Holdings had cash and cash equivalents of $107.1, and total debt principal outstanding of $2,115.0. As of December 31, 2025, GPGI, Inc. had cash and cash equivalents of $114.6 and debt principal of $0.0, and GPGI Holdings had cash and cash equivalents of $157.0, investment in US treasury bills of $41.0 and total debt principal outstanding of $186.3. The decrease in cash and cash equivalents of GPGI was due to the investment in GPGI Holdings to partially 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.
Current wording
As of September 30, 2026, the Company had cash and cash equivalents of $5.5 and debt principal outstanding of $0.0, and GPGI Holdings had cash and cash equivalents of $170.3, and total debt principal outstanding of $2,097.0. As of December 31, 2025, the Company had cash and cash equivalents of $114.6 and debt principal outstanding of $0.0, and GPGI Holdings had cash and cash equivalents of $157.0, investment in US treasury bills of $41.0 and total debt principal outstanding of $186.3. The decrease in cash and cash equivalents of the Company was due to the investment in GPGI Holdings to partially fund the Husky Transaction. The decrease in cash and cash equivalents and short-term investments at GPGI Holdings and the increase in debt was to fund the Husky Transaction.
Previous wording
The Company believes that available cash and cash equivalents as of June 30, 2026 of $7.7 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.
Current wording
The Company believes that available cash and cash equivalents as of September 30, 2026 of $5.5 and distributions from GPGI Holdings 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 it or GPGI Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of the Company 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 the Company and GPGI Holdings. We have announced plans to use acquisitions as part of our growth strategy. As we pursue acquisitions, the Company and/or GPGI Holdings may incur additional equity or debt to complete such acquisitions.
Previous wording
On November 3, 2025, the Company called for redemption all of its issued and outstanding redeemable warrants. During the year ended December 31, 2025, the Company received $156.2 of cash and issued 21,192,626 shares in connection with exercises of the warrants by the holders thereof. As of June 30, 2026 and December 31, 2025, no warrants remained outstanding.
Current wording
On November 3, 2025, the Company called for redemption all of its issued and outstanding redeemable warrants. During the year ended December 31, 2025, the Company received $156.2 of cash and issued 21.2 shares in connection with exercises of the warrants by the holders thereof. As of September 30, 2026 and December 31, 2025, no warrants remained outstanding.
Previous wording
On January 14, 2026, following the completion of the Husky Transaction, GPGI Holdings completed a refinancing of approximately $2,100 of indebtedness that was assumed as part of the Husky Transaction (the "Refinancing Transactions"). The Refinancing Transactions included (i) the issuance of $900 of 5.625% senior secured notes due 2033 (the "Notes"), and the establishment of (ii) a new $1,200 term loan facility maturing in 2033 (the "New Term Loan"), and (iii) $400 of revolving credit commitments maturing in 2031 (the "New Revolving Facility"). Proceeds from these new debt instruments were used to refinance Husky’s existing indebtedness and to pay related fees, costs, premiums, and expenses incurred in connection with the recapitalization of the combined
Current wording
On January 14, 2026, following the completion of the Husky Transaction, GPGI Holdings completed a refinancing of approximately $2,100 of indebtedness that was assumed as part of the Husky Transaction (the "Refinancing Transactions"). The Refinancing Transactions included (i) the issuance of $900 of 5.625% senior secured notes due 2033 (the "Notes"), and the establishment of (ii) a new $1,200 term loan facility maturing in 2033 (the "New Term Loan"), and (iii) $400 of revolving credit commitments maturing in 2031 (the "New Revolving Facility"). Proceeds from these new debt instruments were used to refinance Husky’s existing indebtedness and to pay related fees, costs, premiums, and expenses incurred in connection with the recapitalization of the combined Company’s capital structure. Additional information is included in Note 19 of the Company's Consolidated Financial Statements included in Item 8 of the 2025 Annual Report.
Previous wording
Cash used in the Company’s operating activities for the six months ended June 30, 2026 was $44.0 compared to cash provided of $3.0 during the six months ended June 30, 2025. The increase in cash used by operating activities of $47.0 was primarily attributable to transaction costs incurred for the Husky Transaction. Cash provided by operating activities for the six months ended June 30, 2025 primarily relate to cash provided by distributions from GPGI Holdings of $15.9.
Current wording
Cash used in the Company’s operating activities for the nine months ended September 30, 2026 was $45.5 compared to $9.0 during the nine months ended September 30, 2025. The increase in cash used of $36.5 was primarily attributable to payments of Husky Transaction costs, partially offset by lower cash paid for income taxes.
Previous wording
Cash used in the Company’s investing activities for the six months ended June 30, 2026 was $2,008.8 compared to cash used of $60.7 during the six months ended June 30, 2025. The increase in cash used by investing activities of $1,948.1 was primarily due to the investment in GPGI Holdings for the Husky Transaction. Cash used in investing activities for the six months ended June 30, 2025 primarily relate to the GPGI Holdings cash deconsolidated of $50.3.
Current wording
Cash used in the Company’s investing activities for the nine months ended September 30, 2026 was $2,008.8 compared to $60.7 during the nine months ended September 30, 2025. The increase in cash used of $1,948.1 was primarily due to the investment in GPGI Holdings for the Husky Transaction partially offset by distributions from GPGI Holdings. Cash used in investing activities for the nine months ended September 30, 2025 primarily relates to the GPGI Holdings cash deconsolidated due to the execution of the CompoSecure Management Agreement and as a result of the Spin-Off.
Previous wording
Cash provided by the Company’s financing activities for the six months ended June 30, 2026 was $1,945.9 compared to cash used for the six months ended June 30, 2025 of $15.0. The increase in cash provided by financing activities of $1,960.9 for the six months ended June 30, 2026 was substantially due to proceeds received from the issuance of the PIPE shares for the Husky Transaction of $1,962.0. Cash used by financing activities for the six months ended June 30, 2025 primarily relate to tax payments related to net share settlement of equity awards $15.3.
Current wording
Cash provided by the Company’s financing activities for the nine months ended September 30, 2026 was $1,945.2 compared to $119.6 for the nine months ended September 30, 2025. The increase in cash provided by financing activities of $1,825.6 for the nine months ended September 30, 2026 was primarily due to proceeds received from the issuance of the PIPE shares for the Husky Transaction of $1,962.0. Cash provided by financing activities for the nine months ended September 30, 2025 primarily relates to proceeds from the exercise of warrants of $154.4 partially offset by payments related to net share settlement of equity awards of $18.0 and purchase of treasury shares of $12.2.
Previous 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 June 30, 2026 Condensed Consolidated Financial Statements. GPGI, Inc.'s 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 the Company relating to its material outstanding contractual commitments is included in Note 8 of the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q. The Company's long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. Other than the Company's obligations under the TRA as described in Note 8 of theunaudited condensed consolidated financial statements, the Company did not have any material contractual obligations.
Previous wording
The Company is party to the GPGI Holdings Credit Facility and Senior Secured Notes 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.
Current wording
The Company is party to the GPGI Holdings Credit Facility with various banks and is the issuer of the Senior Secured Notes. 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 2025 Annual Report.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
(2)Includes the changes in fair value of warrant liability and earnout liability for the nine months ended September 30, 2025.
Current report — wording carried from elsewhere
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Husky’s results of operations have been included in GPGI Holdings' results from the Husky Transaction Date through June 30, 2026 as an equity method investment in GPGI Holdings. Husky’s results are not included in the results of operations for the three and six months ended June 30, 2025, or prior to the completion of the Husky Transaction (January 1, 2026 through January 11, 2026, inclusive) which limits comparability between periods.
Previous report — wording carried elsewhere
(4) Spin-Off costs for the six months ended June 30, 2025 represent expenses incurred in connection with the Spin-Off completed on February 28, 2025.
Previous report — wording carried elsewhere
(6)There were measurement period adjustments reflected in the condensed consolidated statements of operations in the current period related to the Husky Transaction.
Previous report — wording carried elsewhere
Company’s capital structure. Additional information is included in Note 19 of the Company's Consolidated Financial Statements included in Item 8 of the 2025 Annual Report.