CompoSecure, Inc.

Previous wording

On September 27, 2024, Resolute Holdings Management, Inc. ("Resolute Holdings") was created as a wholly owned subsidiary of to 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 trailing twelve-month adjusted EBITDA. 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 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.

Previous wording

The distribution of shares in connection with the Spin-Off constituted an Extraordinary Dividend as defined in the agreement governing the Company's outstanding warrants (the "warrant agreement"). As a result, the warrant price was decreased from $11.50 per share of CompoSecure Common Stock to $7.97 per share of CompoSecure Common Stock, and the redemption trigger price was decreased from $18.00 per share of CompoSecure Common Stock to $14.47 per share of CompoSecure Common Stock, effective as of February 28, 2025.

Current wording

The distribution of shares in connection with the Spin-Off constituted an Extraordinary Dividend as defined in the agreement governing the Company's outstanding warrants (the "warrant agreement"). As a result, the warrant price was decreased from $11.50 per share of CompoSecure Common Stock to $7.97 per share of CompoSecure

Previous wording

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. There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies and tariffs. Recently, tariffs have been imposed on imports from certain countries outside of the United States. For example, the Trump administration has instituted substantial changes to U.S. foreign trade policy with respect to China and other countries, including a significant increase in tariffs on goods imported into the U.S., and has signaled possibly imposing further restrictions on international trade. As a result, further trade restrictions and/or tariffs may be forthcoming. Certain international trade agreements may also be at risk, as the current U.S. administration has voiced some opposition in respect thereof. These factors may stagnate the economy, impact relationships with and access to suppliers, increase the costs of certain raw materials we purchase, and/or materially and adversely affect our business, financial condition and results of operations. These and future tariffs, including any retaliatory tariffs that may be imposed by other countries on U.S. exports, as well as uncertainties surrounding domestic and foreign tariffs and any other global trade developments, bring with them uncertainty. We cannot predict future changes to imports covered by tariffs or which countries will be included or excluded from such tariffs. The reactions of other countries and resulting actions on the United States and similarly situated companies could negatively impact our business, financial condition and results of operations.

Current wording

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. There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies and tariffs. Recently, tariffs have been imposed on imports from certain countries outside of the U.S.. For example, the Trump administration has instituted substantial changes to U.S. foreign trade policy with respect to China and other countries, including a significant increase in tariffs on goods imported into the U.S., and has signaled possibly imposing further restrictions on international trade. As a result, further trade restrictions and/or tariffs may be forthcoming. Certain international trade agreements may also be at risk, as the current U.S. administration has voiced some opposition in respect thereof. These factors may stagnate the economy, impact relationships with and access to suppliers, increase the costs of certain raw materials we purchase, and/or materially and adversely affect our business, financial condition and results of operations. These and future tariffs, including any retaliatory tariffs that may be imposed by other countries on U.S. exports, as well as uncertainties surrounding domestic and foreign tariffs and any other global trade developments, bring with them uncertainty. We cannot predict future changes to imports covered by tariffs or which countries will be included or excluded from such tariffs. The reactions of other countries and resulting actions on the U.S. and similarly situated companies could negatively impact our business, financial condition and results of operations.

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 are limited to non-revenue generating activities such as its stock market listing, compliance with public company reporting obligations, obligations under the tax receivable agreement and the earnout consideration.

Current 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

Previous wording

Income from Operations and Operating Margin

Current wording

(Loss) Income from Operations and Operating Margin

Previous wording

Earnings in CompoSecure Holdings, L.L.C. Equity Method Investment consists of the net income of CompoSecure Holdings, L.L.C. attributable to the Company resulting from the Company's equity method investment in CompoSecure Holdings, L.L.C.

Current wording

Earnings in Holdings Equity Method Investment consists of the net income of Holdings attributable to the Company resulting from the Company's equity method investment in Holdings.

Previous wording

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

Current wording

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

Previous wording

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges. Please see the factors discussed elsewhere in this Quarterly

Current wording

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges. Please see the factors discussed elsewhere in this Quarterly Report on Form 10-Q, including those discussed in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.

Previous wording

The following table presents the Company’s results of operations for the periods indicated:

Current wording

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

Previous wording

During the three months ended March 31, 2025, the Company had income from operations of $6.0 million compared to income from operations of $31.1 million for the three months ended March 31, 2024. The Company’s operating margin for the three months ended March 31, 2025 decreased to 10% compared to 30% for the three months ended March 31, 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 June 30, 2025, the Company had a loss from operations of $2.7 million compared to income from operations of $31.8 million for the three months ended June 30, 2024. The Company’s operating margin for the three months ended June 30, 2025 decreased to 0% compared to 29% for the three months ended June 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.

Previous wording

Other income for the three months ended March 31, 2025 was $27.6 million as compared to other expense of $14.9 million for the three months ended March 31, 2024. The change in other income (expense) was primarily due to changes in the fair value of earnout consideration liability, warrant liability and make-whole liability resulting in non-cash income of $29.2 million for the three months ended March 31, 2025, compared to an expense of $9.2 million for the three months ended March 31, 2024, as well as a decrease in net interest expense of $4.2 million resulting from the conversion of all Exchangeable Notes into shares of Class A Common Stock during the fourth quarter of 2024 and the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. As a result of the deconsolidation, all debt and related interest was removed from the Company's financial position and results of operations.

Current wording

Other expenses for the three months ended June 30, 2025 was $64.1 million as compared to other income of $2.1 million for the three months ended June 30, 2024. The change in other income (expense) was primarily due to changes in the fair value of earnout consideration liability, warrant liability and make-whole liability resulting in non-cash expense of $64.2 million for the three months ended June 30, 2025, compared to an income of $7.7 million for the three months ended June 30, 2024, as well as a decrease in net interest expense of $5.3 million resulting from the conversion of all Exchangeable Notes into shares of Class A Common Stock during the fourth quarter of 2024 and the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. As a result of the deconsolidation, all debt and related interest expense of Holdings was removed from the Company's balance sheet and results of operations.

Previous wording

The Company’s net sales for the three months ended March 31, 2025 decreased by $44.2 million, or 42%, to $59.8 million compared to $104.0 million for the three months ended March 31, 2024. The decrease was driven by the deconsolidation of Holdings on February 28, 2025. Holdings generated $44.1 million of net sales from February 28, 2025 to March 31, 2025.

Current wording

The Company’s net sales for the six months ended June 30, 2025 decreased by $152.8 million, or 72%, to $59.8 million compared to $212.6 million for the six months ended June 30, 2024. The decrease was driven by the deconsolidation of Holdings on February 28, 2025. Holdings generated $163.7 million of net sales during the period from February 28, 2025 to June 30, 2025.

Previous wording

Domestic: The Company’s domestic net sales for the three months ended March 31, 2025 decreased $38.3 million, or 41%, to $54.5 million compared to $92.8 million for the three months ended March 31, 2024. Holdings generated $35.1 million of domestic net sales from February 28, 2025 to March 31, 2025.

Current wording

Domestic: The Company’s domestic net sales for the six months ended June 30, 2025 decreased $123.5 million, or 69%, to $54.5 million compared to $178.0 million for the six months ended June 30, 2024. Holdings generated $139.4 million of domestic net sales during the period from February 28, 2025 to June 30, 2025.

Previous wording

International: The Company’s international net sales for the three months ended March 31, 2025 decreased $5.9 million , or 52%, to $5.3 million compared to $11.2 million for the three months ended March 31, 2024. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $9.0 million of international net sales from February 28, 2025 to March 31, 2025.

Current wording

International: The Company’s international net sales for the six months ended June 30, 2025 decreased $29.3 million, or 85%, to $5.3 million compared to $34.6 million for the six months ended June 30, 2024. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $24.3 million of international net sales during the period from February 28, 2025 to June 30, 2025.

Previous wording

The Company’s gross profit for the three months ended March 31, 2025 decreased $26.5 million, or 48%, to $28.7 million compared to $55.2 million for the three months ended March 31, 2024, while the gross profit margin decreased from 53% to 48%. The decrease in gross profit was primarily driven by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings generated $25.8 million of gross profit from February 28, 2025 to March 31, 2025. Gross margin declined as a result of inefficiencies associated with new card constructions.

Current wording

The Company’s gross profit for the six months ended June 30, 2025 decreased $82.5 million, or 74%, to $28.7 million compared to $111.3 million for the six months ended June 30, 2024, while the gross profit margin decreased from 52% to 48%. The decrease in gross profit was primarily driven by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings generated $94.6 million of gross profit during the period from February 28, 2025 to June 30, 2025. Gross margin declined as a result of inefficiencies associated with new card constructions.

Previous wording

The Company’s operating expenses for the three months ended March 31, 2025 decreased $1.4 million, or 6%, to $22.7 million compared to $24.1 million for the three months ended March 31, 2024. The decrease was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings incurred $10.1 million of operating expenses from February 28, 2025 to March 31, 2025. Additionally, costs associated with employees and professional costs at Resolute Holdings prior to the Spin-Off and costs associated with the Spin-Off offset the decrease in operating expenses related to the deconsolidation and Spin-Off.

Current wording

The Company’s operating expenses for the six months ended June 30, 2025 decreased $23.0 million, or 48%, to $25.4 million compared to $48.4 million for the six months ended June 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 $37.9 million of operating expenses during the period from February 28, 2025 to June 30, 2025. Additionally, costs associated with employees and professional costs at Resolute Holdings prior to the Spin-Off and costs associated with the Spin-Off offset the decrease in operating expenses related to the deconsolidation and Spin-Off.

Previous wording

Earnings in CompoSecure Holdings, L.L.C. equity method investment consists of $14.8 million of net income of Holdings attributable to the Company. The equity method investment resulted from the deconsolidation associated with the Spin-Off and related Management Agreement. Refer to Note 5 in the consolidated financial statements for the results of our equity method investment.

Current wording

Earnings in CompoSecure Holdings, L.L.C. equity method investment consists of $53.8 million of net income of Holdings attributable to the Company. The equity method investment resulted from the deconsolidation associated with the Spin-Off and related Management Agreement. Refer to Note 5 in the consolidated financial statements for the results of our equity method investment.

Previous wording

The Company's income tax expense for the three months ended March 31, 2025 was $27.0 million, compared to an income tax benefit of $0.8 million for the three months ended March 31, 2024. The increase in tax expense was primarily related to the taxable gain on appreciated property resulting from the Spin-Off.

Current wording

The Company's income tax expense for the six months ended June 30, 2025 was $25.2 million, compared to an income tax benefit of $0.6 million for the six months ended June 30, 2024. The increase in tax expense was primarily related to the taxable gain on appreciated property resulting from the Spin-Off.

Previous wording

The following unaudited table presents the reconciliation of net income to EBITDA and Adjusted EBITDA for the three months ended March 31, 2025 and 2024.

Current wording

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

Previous wording

(1)Includes amortization of deferred financing costs for the three months ended March 31, 2025 and 2024.

Current wording

(1)Includes amortization of deferred financing costs for the three and six months ended June 30, 2025 and 2024.

Previous wording

(2)Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the three months ended March 31, 2025 and 2024.

Current 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 six months ended June 30, 2025 and 2024.

Previous wording

The following unaudited table presents the non-GAAP earnings per share and reconciliation of GAAP net income 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 non-GAAP earnings per share and reconciliation of GAAP net (loss) income 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.

Previous wording

2)Reflects current and deferred income tax expenses. For the three months ended March 31, 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 months ended March 31, 2025, it was calculated by applying the Company's blended tax rate to the presented adjustments and including the Company's provision less tax associated with a taxable gain from the distribution of appreciated property related to the Spin-Off.

Current wording

(3)Reflects current and deferred income tax expenses. For the three and six months ended June 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 months ended June 30, 2025, it was calculated by applying the Company's blended tax rate to the presented adjustments and for the six months ended June 30, 2025 it was calculated by applying the Company's blended tax rate to the presented adjustments and including the Company's provision less tax associated with a taxable gain from the distribution of appreciated property related to the Spin-Off.

Previous wording

Assumes treasury stock method, valuation at assumed fair market value of $14.47 and $18.00 for the three months ended March 31, 2025 and 2024, respectively.

Current wording

(5) Assumes treasury stock method, valuation at assumed fair market value of $14.47 and $18.00 for the three and six months ended June 30, 2025 and 2024, respectively.

Previous wording

The Exchangeable Notes were included through the application of the "if-converted" method. Interest related to the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the three months ended March 31, 2025.

Current wording

(6) The Exchangeable Notes were included through the application of the "if-converted" method. Interest related to the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the three and six months ended June 30, 2025.

Previous wording

CompoSecure, Inc's primary sources of liquidity are its existing cash and cash equivalents balances and funding from its wholly owned subsidiary, Holdings. 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. 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.

Current wording

CompoSecure, Inc.'s primary sources of liquidity are its existing cash and cash equivalents balances and funding from its wholly owned subsidiary, Holdings, which are treated as distributions from Holdings to the Company. 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).

Previous wording

As of March 31, 2025, the Company had cash and cash equivalents of $9.5 million. As of December 31, 2024, the Company 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 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 June 30, 2025, the Company had cash and cash equivalents of $4.8 million and Holdings had cash and cash equivalents of $91.7 million and total debt principal outstanding of $192.5 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.

Previous wording

The Company believes that Holdings' cash flows from its operations and available cash and cash equivalents at March 31, 2025 of $9.5 million as well as its available $130.0 million under the 2024 Revolver, are sufficient to meet the liquidity needs of Holdings and the Company, including the repayment by Holdings of its outstanding debt, for at least the next 12 months. The Company anticipates that to the extent that Holdings requires additional liquidity, it will be funded through borrowings on its revolving credit facility, the incurrence of other indebtedness, or a combination thereof and/or offering of its shares 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 borrowings will be available from additional indebtedness or otherwise to meet the liquidity needs of the Company and Holdings. Although the Company has no specific current plans to do so, if the Company decides to pursue one or more significant acquisitions, the Company and/or Holdings may incur additional debt to finance such acquisitions.

Current wording

The Company believes that Holdings' cash flows from its operations and available cash and cash equivalents at June 30, 2025 of $91.7 million as well as its available $130.0 million under the 2024 Revolver, are sufficient to meet the liquidity needs of Holdings and the Company, including the repayment by Holdings of its outstanding debt, for at least the next 12 months. The Company anticipates that to the extent that the Company and/or Holdings requires additional liquidity, it will be funded through borrowings on its revolving credit facility, the incurrence of 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 borrowings will be available from additional indebtedness or otherwise to meet the liquidity needs of the Company and Holdings. Although the Company has no specific current plans to do so, if the Company decides to pursue one or more significant acquisitions, the Company and/or Holdings may incur additional debt to finance such acquisitions.

Previous wording

Cash provided by the Company’s operating activities for the three months ended March 31, 2025 was $3.0 million as compared to cash provided by its operating activities of $33.8 million during the three months ended March 31, 2024. The decrease in cash provided by operating activities of $(30.7) million was primarily attributable to a favorable changes in mark to market fair values of $38.3 million and equity in net income of Holdings of $14.8 million. These decreases were partially offset by an increase in net income of $4.4 million and an increase in working capital of $19.6 million.

Current wording

Cash provided by the Company’s operating activities for the six months ended June 30, 2025 was $3.0 million as compared to $66.0 million during the six months ended June 30, 2024. The decrease in cash provided by operating activities of $63.0 million was primarily attributable to decreases in net income of $55.3 million, non-cash charges of $10.0 million and equity in net income of Holdings of $53.8 million. These decreases were partially offset by a distribution to CompoSecure of $15.9 million, an increase in working capital of $5.5 million and changes in mark to market fair values of $33.6 million.

Previous wording

Cash used in the Company’s investing activities for the three months ended March 31, 2025 was $60.7 million, primarily related to cash and cash equivalents that were deconsolidated as a result of the Spin-Off, compared to cash used in investing activities for the three months ended March 31, 2024 of $1.6 million.

Current wording

Cash used in the Company’s investing activities for the six months ended June 30, 2025 was $60.7 million, primarily related to cash and cash equivalents that were deconsolidated as a result of the Spin-Off, compared to cash used in investing activities for the six months ended June 30, 2024 of $3.5 million.

Previous wording

Cash used in the Company’s financing activities for the three months ended March 31, 2025 was $10.3 million, compared to cash used in the Company's financing activities for the three months ended March 31, 2024 of $18.2 million. 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. Cash used in financing activities for the three months ended March 31, 2024 primarily related to distributions to non-controlling interest holders of $10.2 million, repayment of scheduled principal payments of the 2024 Term Loan of $4.7 million, and payments for taxes related to net share settlement of equity awards of $3.5 million. This was partially offset by proceeds of $0.1 million pursuant to the exercise of equity awards and issuance of shares for ESPP transactions.

Current wording

Cash used in the Company’s financing activities for the six months ended June 30, 2025 was $15.0 million, compared to cash used in the Company's financing activities for the six months ended June 30, 2024 of $68.3 million. Cash used in financing activities for the six months ended June 30, 2025 primarily related to $15.3 million of payments for taxes related to net share settlement of equity awards and payment of TRA liability of $4.7 million and offset by proceeds from the exercise of warrants of $4.9 million. Cash used in financing activities for the six months ended June 30, 2024 primarily related to distributions to non-controlling interest holders of $26.2 million, special distribution to non-controlling interest holders of $15.6 million, repayment of scheduled term loan principal payments of $9.4 million, dividends to holders of the Company's Class A Common Stock of $8.9 million and payments for taxes relating to net settlement of vested RSUs of $8.5 million. These uses were partially offset by proceeds of $0.2 million from the exercise of stock options and issuance of shares for ESPP transactions.

Previous wording

A summary of the minimum contractual obligations of the Company and Holdings relating to our 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. Our long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business.

Current 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.