GPGI, Inc. (GPGI) Business

Item 1. Business

BUSINESS

Background & Strategy

GPGI, Inc. (formerly CompoSecure, Inc.) (“GPGI” and, together with its subsidiaries as the context requires, the "Company," “we”, “us” or “our”), is a permanent capital platform designed to acquire, own, and scale high-quality businesses that hold “great positions in good industries.” The operations, capital allocation, and strategy of our operating businesses are managed by Resolute Holdings Management, Inc. (NYSE: RHLD) (“Resolute Holdings”), an entity that was initially formed as a wholly owned subsidiary of the Company and was subsequently spun off to the Company's shareholders on a pro rata basis. This management structure is designed to eliminate the constraints found in traditional structures to attract great operators to lead and manage each business within GPGI. The leaders of each operating business benefit from the support and experience of Resolute Holdings, allowing them to focus on operating their respective businesses. We are focused on systematically deploying the Resolute Operating System (“ROS”) across the Company, which we believe will instill a high-performance culture and drive continuous improvement at each business, resulting in more consistent growth, earnings, and returns for shareholders of GPGI.

The Company has evolved from a single operating business into a diversified permanent capital platform that is today comprised of two market leading businesses: (1) CompoSecure, L.L.C. (“CompoSecure”), a leading manufacturer of premium metal credit cards and provider of secure authentication solutions, and (2) Husky Holdings LLC (“Husky”), a leading manufacturer of injection molding equipment and aftermarket services for the food, packaging, and medical markets. Our focus is to (i) improve the operating performance of CompoSecure and Husky through the consistent deployment of ROS into each business, and (ii) continuously evaluate opportunities to acquire additional businesses that can benefit from the ROS and the Company’s permanent capital base.

Future acquisitions may be bolt-ons to existing operating companies, where a product or service may bolster that business’s capabilities, reach, or offerings. Acquisitions may also be additional operating businesses that participate in different industries than CompoSecure or Husky and would constitute an entirely new business segment. For all new operating companies we evaluate, we rigorously assess them against six criteria. All of these potential acquisitions are assessed to understand if they (1) have a great position, (2) operate in a good industry, (3) are able to differentiate the product or service they offer through technological differentiation, (4) have opportunities for organic growth, (5) have opportunities for inorganic growth, and (6) have opportunities for margin expansion, all while generating sustainable free cash flow. These criteria are critically important to us because we want to acquire businesses with sufficiently durable competitive moats that are worth making strategic investments in to allow for the full benefits of ROS implementation to be realized.

As a function of the Company’s permanent capital base, we believe our platform is a structurally advantaged buyer for private assets. Specifically, we believe GPGI offers an alternative and more favorable exit pathway for large, sponsor-owned assets that are otherwise limited to an initial public offering. We can offer more upfront cash proceeds to the seller, provide speed and certainty, lower the concentrated ownership overhang with access to our high-quality, long-term, and diversified shareholder base, set up the business for success with right-sized leverage, and provide the opportunity to participate in future Resolute Holdings-led value creation. These structural benefits collectively position GPGI to make accretive acquisitions of high-quality businesses at a fair price.

History & Structure

The evolution of the Company from a single operating business into the diversified permanent capital platform it is today began on August 7, 2024, when affiliates of Resolute Compo Holdings, LLC, including Tungsten 2024 LLC (collectively, "Tungsten"), and all of the Class B stockholders of the Company, entered into

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stock purchase agreements pursuant to which the selling Class B stockholders exchanged their 51,908,422 Class B units and corresponding Class B shares for Class A shares, (collectively, the "Tungsten Transactions") eliminating the Company's existing dual-share class structure. The Company was not party to the stock purchase agreements related to the Tungsten Transactions. The Tungsten Transactions closed on September 17, 2024 and as a result, Tungsten became the majority owner of the Company by acquiring 49,290,409 shares of Class A Common Stock of the Company for an aggregate purchase price of approximately $372 million, or $7.55 per share, representing an approximately 60% voting interest in the Company at the time of the Tungsten Transactions.

On September 27, 2024, Resolute Holdings was created as a wholly owned subsidiary of GPGI Holdings, L.L.C. (formerly CompoSecure Holdings, L.L.C) (“Holdings”). On February 28, 2025, the Company distributed all shares of common stock of Resolute Holdings (“Resolute Holdings Common Stock”) on a pro rata basis to the holders of the Company’s Class A Common Stock as of the February 20, 2025 record date (the “Spin-Off”). Each stockholder of record who held shares of the Company’s Class A Common Stock on February 20, 2025, received one share of Resolute Holdings common stock for every twelve shares of the Company’s common stock then held.

In connection with the completion of the Spin-Off, Holdings entered into a management agreement with Resolute Holdings (the "CompoSecure Management Agreement"), pursuant to which Resolute Holdings is responsible for managing the day-to-day business and operations and overseeing the strategy of Holdings and its controlled affiliates in exchange for a fee.

Pursuant to the CompoSecure Management Agreement, Holdings pays Resolute Holdings a quarterly management fee (the “CompoSecure Management Fee”), payable in arrears, in a cash amount equal to 2.5% of Holdings’ last twelve months' Adjusted EBITDA, as defined in the CompoSecure 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) the Company’s selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense”, as defined in the CompoSecure Management Agreement). Management Agreement Adjusted EBITDA for GPGI Holdings is calculated without duplication of Husky Holdings’ Adjusted EBITDA as defined in the Husky Management Agreement (as defined below) and its share of Parent Allocated Expense. 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 CompoSecure Management Agreement. Resolute Holdings will determine, in its sole and absolute discretion, whether a cost or expense will be borne by Resolute Holdings or by Holdings.

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

On November 2, 2025, the Company entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC ("Platinum Equity"), pursuant to which the Company combined with Husky Technologies Limited for aggregate consideration of approximately $4.976 billion, comprised of cash and shares of the Company’s Class A Common Stock (the “Husky Combination”). Concurrently with the execution of the Share Purchase Agreement, the Company entered into purchase agreements with certain investors (“PIPE Investors”), pursuant to which the Company agreed to issue and sell to such investors in a private placement an aggregate of 106.1 million shares of Class A Common Stock at a purchase price per share of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion, subject to consummation of the Husky Transaction (the “PIPE Transaction,” and together with the Husky Combination, the "Husky Transaction"). The Husky Transaction was completed on January 12, 2026, whereby Husky became a wholly owned subsidiary of Holdings.

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In conjunction with the closing of the Husky Transaction, Husky and Resolute Holdings entered into a management agreement (the "Husky Management Agreement") on substantially identical terms as the CompoSecure Management Agreement (as described above), pursuant to which Resolute Holdings provides management and other related services to Husky in exchange for payment of quarterly management fees.

Following the closing of the Husky Transaction, the Company rebranded to GPGI and, beginning on January 23, 2026, the Company’s Class A Common Stock continued trading on the New York Stock Exchange (the "NYSE") under the ticker symbol “GPGI.”

The Company’s current entity structure as of the date of this report is as follows:

CompoSecure Business

CompoSecure, founded in 2000, and headquartered in Somerset, New Jersey, is the global leader in the design and manufacturing of premium metal payment cards and secure authentication solutions. CompoSecure pioneered the use of metal in payment cards dating back to 2003 and combines industry-leading innovation, advanced materials science, and proprietary manufacturing processes to deliver highly differentiated products to its customers. CompoSecure’s metal payment cards integrate a metal core with EMV® (acronym representing Europay, Mastercard, and Visa) chips, magnetic stripes, and contactless payment technology, while meeting stringent certification requirements from global payment networks. CompoSecure’s metal cards deliver a distinctive weight, a premium aesthetic, and enhanced durability for consumers, while its issuer customers benefit from the ability to attract higher-value consumers, reduce cardholder churn, and unlock higher customer spend relative to traditional plastic cards.

CompoSecure maintains approximately 75%+ market share in the global metal payment card market and delivered more than 32 million payment cards in 2025, serving over 150 customers across 200 branded and co-branded card programs. The company’s leading position is reinforced by long-standing customer relationships with leading bank issuers like American Express, JPMorgan Chase and Capital One, and financial technology companies like Coinbase, Robinhood, and Gemini. CompoSecure’s customers generate highly recurring demand for metal payment cards after initial program launch, driven by new account acquisition, portfolio expansion, product upgrades, and reissuance for loss, theft, or card expiration. With an estimated global addressable market of approximately 5.5 billion payment cards in issuance, the company’s total penetration is estimated to be less than 1% of total payment cards in issuance and delivered each year.

In addition to metal payment cards, CompoSecure has leveraged its core competencies in advanced manufacturing and trusted hardware to develop secure authentication and digital asset storage solutions through the

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Arculus platform. Arculus combines a physical metal card with a mobile software application to enable three-factor secure authentication, high-value transaction authorization, and management of digital assets in cold storage. With its tap-to-authenticate technology, Arculus provides tamper resistance, cryptographic security, and ease of use for enterprise and individual customers facing increased cybersecurity risks across diverse end markets.

CompoSecure has developed the ability to provide volume and quality at the scale required for the success of its very large customer programs, while also driving manufacturing efficiencies and a cost advantage. The company also has separate manufacturing operations designed to optimize smaller quantity production runs for pilot or more specialized card programs. Coupled with its manufacturing footprint, CompoSecure holds over 1,000 design and utility patents, representing more than 65 U.S. and foreign patent families issued and more than 35 U.S. and foreign patent family applications pending. The company expects to continue developing innovations for payment card form factor design, components, and manufacturing methods, as well as further technological innovations for the Arculus platform.

Husky Business

Headquartered in Bolton, Ontario, Husky is the leading global manufacturer of highly engineered injection molding equipment and aftermarket tooling and services. Since its founding in 1953, Husky has focused on developing highly technical precision technologies instrumental in the delivery of food, beverages, medical devices, and other applications including general packaging and closures, thinwall packaging, and consumer products. Husky delivers its integrated capabilities through a combination of systems, tooling, and aftermarket parts and services to create value for customers throughout the entire lifecycle of its solutions. As of December 31, 2025, Husky serves approximately 4,000 customers in approximately 140 countries through approximately 13,500 installed systems, including over 6,000 fully integrated polyethylene terephthalate (“PET”) systems.

Husky’s injection molding equipment solutions are focused on maximizing performance by increasing productivity, reducing part variability, and reducing maintenance to minimize the total cost of ownership for ultra-high volume applications. The company’s product mix includes injection molding systems, application-specific molds and hot runners, and advanced precision controller technologies. Additionally, Husky has developed its Advantage+Elite remote asset monitoring, enabling its technical service team to monitor customers’ equipment around the world on a real time basis to provide proactive service. Using advanced data algorithms, the company is able to remotely predict performance deterioration and identify issues before they occur, avoiding unplanned downtime and expanding its customer share of wallet. Due to its market leading installed base of equipment, Husky generates approximately 65% of its revenue from highly recurring aftermarket molds, hot runners and controllers, service contracts, aftermarket parts and tooling, and technology upgrades.

Husky has a significant market position in PET beverage systems and aftermarket molds with a highly diversified customer base. The company’s well-established position is underpinned by its extensive intellectual property and trade secret knowledge base developed over decades of research and development investment and customer-centric innovation. Husky has approximately 1,350 issued and active patents and has significant brand recognition amongst its customers who view it as the premier name in quality, service, and value.

Husky has a global operating footprint consisting of manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China, and India. The company also has an extensive sales and service network consisting of approximately 650 service representatives, with service technicians located in over 50 countries.

The Husky Transaction was completed on January 12, 2026, and accordingly, the Company’s results of operations and financial statements for the fiscal year ended December 31, 2025 do not reflect the results of Husky, which was not a part of the Company until after the completion of this fiscal period.

Human Capital/Employees

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As of February 1, 2026, CompoSecure had approximately 971 full-time employees, and 6 part-time employees and Husky had approximately 4,556 full-time employees, and 80 part-time employees.

The Company is committed to upholding and promoting human rights in all aspects of its operations. The Company believes in the inherent dignity and equal rights of every individual, and recognizes a responsibility to respect and protect these rights. As an Equal Opportunity Employer, the Company does not discriminate against any employee or job applicant based on race, ethnicity, religion, national origin, sex, physical or mental disability, or age.

The Company focuses human capital efforts on attracting and retaining employees with skills and experience which benefit the business and support the Company's mission and values. Compensation programs are competitive, including base wage and salary rates, annual cash incentives, long-term equity incentives, medical, dental and vision insurance, paid time off, and employee assistance program, and other benefits. The Company also fosters ongoing management development through training and promotions.

The Company promotes honest, ethical and respectful conduct. The Company's Code of Conduct sets the standards for appropriate behavior, and employees are required to follow these standards and participate in regular training programs. The Company encourages employees to bring forward issues and concerns, and maintains a whistleblower hotline system. The Company conducts ongoing employee training programs for ethics, anti-harassment and other important programs and policies. The Company and its employees participate in community initiatives to enhance the lives of people in the communities in which the Company and its employees work and live through volunteerism, charitable giving and other support. The Company’s Code of Conduct is available at https://gpgi.com/corporate-governance/.

Additional Information

Our website is www.GPGI.com. We make available through the “Investors” section, free of charge, our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements and Forms 3, 4 and 5, and amendments to those reports, as soon as reasonably practicable after filing such materials with or furnishing such documents to the Securities and Exchange Commission (the “SEC”). The information found on our website is not a part of this or any other report filed with or furnished to the SEC.

The SEC maintains a site that contains reports, proxy and information statements, and other information regarding issues, such as the Company, that file electronically with the SEC at www.sec.gov.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, and the documents incorporated by reference herein, may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although GPGI, Inc. (the "Company," "we" or "us") believes that our plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events, or results of operations, are forward- looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements:

•Risks of rapidly evolving domestic and global economic conditions, which are beyond our control;

•We may not be able to sustain our revenue growth rate in the future;

•We may fail to retain existing customers or identify and attract new customers;

•Our dependence on certain distribution partners and the risk of their loss;

•Risks to market share and profitability due to competition;

•As consumers and businesses spend less, our businesses, operation outcomes and financial state may be adversely affected;

•Production quality and manufacturing process disruptions could adversely affect our businesses;

•Disruptions in our supply chain or the performance of our suppliers and/or development partners could occur;

•Our future growth may depend upon our ability to develop and commercialize new products, and we may be unable to introduce new products and services in a timely manner;

•Our failure to operate our businesses in compliance with the security standards of the payment card industry or other industry standards applicable to our customers, such as payment networks certification standards, could adversely affect our businesses;

•Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage and increase risks of litigation;

•System outages, data loss, disruptions at our primary production facility or other interruptions could affect our operations;

•Product liability and warranty claims and their associated costs may adversely affect our businesses;

•We rely on licensing arrangements in production and other fields, and actions taken by any of our licensing partners could have a material adverse effect on our businesses;

•The adoption of new tax legislation could affect our financial performance;

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•The risk that the anticipated benefits of our combination with Husky Technologies Limited (“Husky,” and such combination, the “Husky Transaction”) or any future acquisitions may not be fully realized or may take longer to realize than expected;

•Risks related to the significant international operations of our Husky business;

•Unexpected costs, charges or expenses resulting from the Husky Transaction or any future acquisition or difficulties in integrating and operating acquired companies;

•Risks relating to the management of our businesses by Resolute Holdings Management, Inc., including our reliance on Resolute Holdings for management services under the Management Agreements (as defined below), each of which gives Resolute Holdings substantial influence over our businesses, operations, and strategy;

•The outcome of any legal proceedings that have been or may be in the future instituted against us, our businesses or others;

•Our inability to safeguard against misappropriation or infringement of our intellectual property may adversely affect our businesses;

•We may incur substantial costs because of litigation or other proceedings relating to patents and other intellectual property rights;

•Escalating U.S. tariffs or other trade restrictions on imported raw materials, and any retaliatory measures by other countries, could increase our costs which could have a material adverse impact on our results of operations;

•Future exchange and interest rates;

•We have limited experience in the digital assets industry and may not succeed in fully commercializing the products and solutions derived from the technology of the Arculus Holdings, L.L.C. subsidiary (“Arculus”) of our CompoSecure business;

•Risks related to the rapid evolution of the security markets, including that our CompoSecure business’ Arculus Authenticate solutions may not achieve widespread market acceptance or may not provide sufficient protection;

•Digital asset storage systems, such as the Arculus Cold Storage Wallet, are subject to potential illegal misuse, risks related to a loss of funds due to theft of digital assets, security and cybersecurity risks, system failures and other operational issues, which could cause damage to the reputation and brand of our CompoSecure business and us;

•Regulatory changes or actions may restrict the use of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects our business, prospects or operations; and

•Other risks and uncertainties indicated in this report, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this report are more fully described in the “Risk Factors” section. The risks described in “Risk Factors” are not exhaustive. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its businesses or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations

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to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.