Resolute Holdings Management, Inc. (RHLD)

Resolute Holdings Management, Inc. is organized to provide operating management services to GPGI Holdings, L.L.C. and, as of January 12, 2026, Husky Holdings LLC, and other companies it may manage in the future, both in the United States and internationally, to generate recurring, long-duration management fees. The company applies a differentiated approach of value creation through the systematic deployment of the Resolute Operating System to drive performance at businesses it manages. GPGI, Inc., through its wholly owned subsidiaries GPGI Holdings and Husky Holdings, is a permanent capital platform designed to acquire, own, and scale high-quality businesses that hold "great positions in good industries." GPGI has evolved from a single operating business into a diversified permanent capital platform comprised of two market leading businesses, CompoSecure and Husky. 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, having pioneered the use of metal in payment cards dating back to 2003. Husky, founded in 1953 and headquartered in Bolton, Ontario, is the leading global manufacturer of highly engineered injection molding equipment and aftermarket tooling and services, focusing on precision technologies for food, beverages, medical devices, and other applications including general packaging and closures, thinwall packaging, and consumer products.

The two largest customers of the CompoSecure business are JPMorgan Chase and American Express, which together represented approximately 55% and 62% of the net sales of the CompoSecure business for the years ended December 31, 2025 ¹ and 2024 ², respectively. The industry is highly competitive, with competition based on brand recognition, product quality, price, and innovation. CompoSecure combines industry-leading innovation, advanced materials science, and proprietary manufacturing processes to deliver highly differentiated products, and its 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. 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.

Resolute Holdings generates revenue through management fees from its managed companies. Pursuant to the CompoSecure Management Agreement, GPGI Holdings pays Resolute Holdings a quarterly management fee, payable in arrears, in a cash amount equal to 2.5% ³ of GPGI Holdings' last 12 months' Adjusted EBITDA, as defined in the agreement, measured for the period ending on the fiscal quarter then ended. The Husky Management Agreement is on substantially identical terms. Resolute Holdings only receives management fees from GPGI Holdings and Husky Holdings and does not own any equity interests including common stock in GPGI Holdings, Husky Holdings, or GPGI. The CompoSecure Management Agreement has an initial term of 10 years ⁴ and shall automatically renew for successive ten-year ⁵ terms unless terminated in accordance with its terms. Resolute Holdings also applies its M&A and capital markets expertise to drive inorganic growth of its managed businesses.

CompoSecure's metal payment cards integrate a metal core with EMV chips, magnetic stripes, and contactless payment technology, while meeting stringent certification requirements from global payment networks. The company also generates revenue from the sale of Prelams, which are pre-laminated sub-assemblies consisting of a composite of material layers partially laminated to be used as a component in the multiple layers of a final payment card or other card construction. CompoSecure also offers Arculus Authenticate solutions and the Arculus Cold Storage Wallet, which uses an architecture where the private keys needed to access digital assets are stored outside of the Internet. For the year ended December 31, 2025, the CompoSecure business derived 14% ⁶ of its revenue from sales to customers located outside the U.S., compared to 18% ⁷ in 2024. Husky is the leading global manufacturer of highly engineered injection molding equipment and aftermarket tooling and services, with its largest material purchase being for tooling stainless steel, and its products are sold into emerging markets where urbanization and a growing middle class are key growth catalysts.

The CompoSecure business' net sales for the year ended December 31, 2025 were $462.055 million ⁸, compared to $420.571 million ⁹ for the year ended December 31, 2024. Gross profit was $260.212 million ¹⁰ for 2025 versus $219.227 million ¹¹ for 2024, with gross margin increasing to 56% ¹² from 52% ¹³. Income from operations was $143.259 million ¹⁴ in 2025 compared to $126.547 million ¹⁵ in 2024, and operating margin was 31% ¹⁶ versus 30% ¹⁷. Net income was $134.018 million ¹⁸ in 2025 versus $110.146 million ¹⁹ in 2024. Net income attributable to common stockholders was a loss of $5.923 million ²⁰ in 2025 compared to a loss of $2.334 million ²¹ in 2024.

On February 28, 2025, GPGI completed the Spin-Off, whereby each stockholder of record who held shares of GPGI Class A Common Stock as of the close of business on February 20, 2025, received one share of Resolute Holdings common stock for every twelve shares of GPGI Class A Common Stock then held. On February 28, 2025, Resolute Holdings started trading on The Nasdaq Stock Market LLC under the ticker symbol "RHLD", and on September 23, 2025, transferred its listing to the New York Stock Exchange. On November 2, 2025, GPGI entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC to combine with Husky Technologies Limited for aggregate consideration of approximately $4.976 billion ²², comprised of cash and shares of GPGI's Class A Common Stock, with the transaction completed on January 12, 2026. During the year ended December 31, 2025, the Company repurchased an aggregate of 25,304 ²³ shares in open market transactions at an average price of $162.14 ²⁴ per share for an aggregate purchase price of approximately $4.1 million ²⁵. On February 8, 2025, the Board authorized a stock repurchase program, which was subsequently increased on December 9, 2025.

The Company's net sales for the year ended December 31, 2025 increased $41.5 million ²⁶ to $462.1 million ²⁷ compared to $420.6 million ²⁸ for the year ended December 31, 2024, driven by a 16% ²⁹ increase in domestic sales in GPGI Holdings' premium payment card business, partially offset by international sales which were down 19% ³⁰. Gross profit increased $41.0 million ³¹, or 19% ³², to $260.2 million ³³ compared to $219.2 million ³⁴ for the year ended December 31, 2024, while the gross profit margin increased by 4% ³⁵ to 56% ³⁶. Income from operations increased $16.7 million ³⁷, or 13% ³⁸, to $143.3 million ³⁹. Net income was $134.0 million ⁴⁰ compared to $110.1 million ⁴¹ in the prior year. Cash provided by operating activities was $196.1 million ⁴² compared to $152.1 million ⁴³ during the year ended December 31, 2024.

The Husky Transaction, completed on January 12, 2026, materially expands the scale and complexity of the Company's operations. Beginning in 2026, the Company expects its liquidity profile, debt service requirements, capital allocation priorities and cash flow generation to be significantly influenced by the results of the Husky Holdings business. Management believes the enhanced scale of the Company increases the management fee revenue and cash flows to Resolute Holdings and provides increased scale at its managed businesses to drive incremental organic and inorganic growth. The Husky Transaction also increases the leverage profile of Resolute Holdings' managed businesses. The Company will continue to evaluate the capital structure of each of Resolute Holdings and GPGI Holdings and may pursue additional financing or capital markets activity as appropriate.

The Company's growth prospects may depend upon the successful negotiation of management agreements with additional managed companies and the payment by those companies to us of management fees. The successful expansion of our business may depend on our ability to identify additional companies with which to enter into agreements to manage their respective businesses in return for the payment to us of management fees and to effectively manage such additional businesses. We expect to face significant competition in identifying potential additional managed companies from a variety of other entities, including institutional investors and private equity, hedge and investment funds. Additionally, the Company applies its M&A and capital markets expertise to drive inorganic growth of its managed businesses, and the ability to expand their businesses is subject to a number of risks, including the inability to identify satisfactory strategic acquisition targets, difficulties in successfully integrating acquired operations and businesses, loss of key personnel, diversion of management resources, financial risks including unanticipated liabilities and incremental compliance costs due to the acquisition of businesses subject to heavy regulation and risks associated with achieving cost synergies.

The filing does not contain specific margin or cost outlook targets or ranges.

As of February 1, 2026, the Company had approximately 5,534 ⁴⁴ full-time employees and 86 ⁴⁵ part-time employees consisting of 971 ⁴⁶ full-time employees and 6 ⁴⁷ part-time employees at CompoSecure, 4,556 ⁴⁸ full-time employees and 80 ⁴⁹ part-time employees at Husky, and 7 ⁵⁰ full-time employees at Resolute Holdings. The Company believes its current facilities are suitable and adequate for its current and presently contemplated operations and production capacity needs and recognizes that future operations may require expanded and/or additional production capacity. As of December 31, 2025, the Company conducted operations through 7 ⁵¹ leased facilities, consisting of 1 ⁵² principal facility for Resolute Holdings and 6 ⁵³ principal facilities for GPGI Holdings' CompoSecure business. As of February 28, 2026, including Husky Holdings, the Company conducted operations through a total of 35 ⁵⁴ facilities in 21 ⁵⁵ countries.

On February 20, 2026, Resolute Holdings refinanced its existing $5.0 million ⁵⁶ revolving credit facility with a new $30.0 million ⁵⁷ revolving credit facility maturing in February 2031. On January 14, 2026, GPGI Holdings refinanced the assumed $2.1 billion ⁵⁸ of debt and entered into a new credit facility consisting of a $1.2 billion ⁵⁹ term loan maturing in 2033 and a $400.0 million ⁶⁰ revolving credit facility maturing in 2031, and also issued $900.0 million ⁶¹ in 5.625% ⁶² Senior Secured Notes due 2033. The Company repurchased an aggregate of 25,304 ⁶³ shares during the year ended December 31, 2025 for approximately $4.1 million ⁶⁴, and the Board authorized an increase to the repurchase program on December 9, 2025. The Company has never declared or paid any cash dividends on its common stock and does not currently expect to declare any dividends in the foreseeable future.

The current macroeconomic environment is characterized by labor shortages, high interest rates, persistent inflation, foreign currency exchange volatility, volatility in global capital markets and growing recession risk. Economic tensions and changes in international trade policies, including new tariffs introduced by the U.S. last year could impact the market for our products and services. 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. Additionally, a significant downturn in the domestic or global economy may cause our existing customers to pause or delay orders and prospective customers to defer new projects. The Company faces risks associated with the businesses of CompoSecure and Husky, including that the results of operations of the Husky business are reliant on unpredictable customer purchasing trends, and that growth in emerging markets may impact the sales of the Husky business. There is no certainty that the Husky business will be able to manage fluctuations in raw materials, as the largest material purchase is for tooling stainless steel, and price movements in steel are largely dependent on the steel commodity price index.

Management's message emphasizes the differentiated approach of value creation through the systematic deployment of the Resolute Operating System to drive performance at businesses it manages, with the intention of creating value at both the underlying managed businesses and at Resolute Holdings. The Company also applies its M&A and capital markets expertise to drive inorganic growth of its managed businesses. The strategic priorities for the period ahead include the successful integration of Husky Holdings following the completion of the Husky Transaction on January 12, 2026 for aggregate consideration of approximately $4.976 billion ⁶⁷, the continued deployment of the Resolute Operating System at GPGI Holdings and Husky Holdings, and the pursuit of additional management agreements with other companies. Management believes the enhanced scale of the Company increases the management fee revenue and cash flows to Resolute Holdings and provides increased scale at its managed businesses to drive incremental organic and inorganic growth.

For the year ended December 31, 2025, total net sales were $462.055 million ⁶⁸ compared to $420.571 million ⁶⁹ in 2024. Net income was $134.018 million ⁷⁰ versus $110.146 million ⁷¹ in the prior year. Diluted net loss per share attributable to common stockholders was $0.69 ⁷² in 2025 compared to $0.27 ⁷³ in 2024. Gross profit was $260.212 million ⁷⁴ in 2025 versus $219.227 million ⁷⁵ in 2024, with gross margin of 56% ⁷⁶ compared to 52% ⁷⁷. Income from operations was $143.259 million ⁷⁸ in 2025 versus $126.547 million ⁷⁹ in 2024, with operating margin of 31% ⁸⁰ compared to 30% ⁸¹. Cash and cash equivalents were $161.369 million ⁸² as of December 31, 2025, consisting of $4.4 million ⁸³ at Resolute Holdings and $157.0 million ⁸⁴ at GPGI Holdings, compared to $71.589 million ⁸⁵ as of December 31, 2024. Short-term investments comprised of US treasury bills were $44.126 million ⁸⁶, consisting of $3.1 million ⁸⁷ at Resolute Holdings and $41.1 million ⁸⁸ at GPGI Holdings. Total debt principal outstanding was $186.3 million ⁸⁹ at GPGI Holdings as of December 31, 2025, compared to $197.5 million ⁹⁰ as of December 31, 2024. Net cash provided by operating activities was $196.086 million ⁹¹ compared to $152.101 million ⁹² in the prior year. The increase in operating income was driven by higher volumes, mix, and improved operational execution from the implementation of the Resolute Operating System. Other expense decreased $8.1 million ⁹³ to $8.4 million ⁹⁴ compared to $16.4 million ⁹⁵ in the prior year, primarily due to lower interest expense as a result of the Exchangeable Notes being exchanged for shares of GPGI Class A common stock and extinguished during the fourth quarter of 2024. Income tax expense was $0.885 million ⁹⁶ compared to a benefit of $0.024 million ⁹⁷ in the prior year due to Resolute Holdings being taxed as a corporation compared to GPGI Holdings as a pass-through entity in the prior period. For the GPGI Holdings segment, net sales were $462.055 million ⁹⁸ and income from operations was $146.738 million ⁹⁹ for 2025. For the Resolute Holdings segment, management fees were $12.278 million ¹⁰⁰ and income from operations was a loss of $5.289 million ¹⁰¹ for 2025.

The Company's results of operations and financial condition are substantially dependent on the two businesses it manages, CompoSecure and Husky, and for so long as its only management agreements are the CompoSecure Management Agreement and the Husky Management Agreement, revenues will be dependent on the management fees received from these two managed companies. The two largest customers of the CompoSecure business, JPMorgan Chase and American Express, represented approximately 55% ⁶⁵ and 62% ⁶⁶ of net sales for the years ended December 31, 2025 and 2024, respectively, creating significant customer concentration risk. The termination of either management agreement, or the reduction of management fees payable thereunder, would have a material adverse impact on financial condition and results of operations. The CompoSecure business faces risks including disruptions at its primary production facility, supply chain disruptions for key components such as metals, NFC-enabled chips and EMV chips sourced from several key suppliers, and the risk that its Arculus Authenticate solutions and Arculus Cold Storage Wallet may not achieve widespread market acceptance. The Husky business faces risks including reliance on unpredictable customer purchasing trends, exposure to fluctuations in raw material costs, particularly tooling stainless steel, and the risk that a decline in the use of plastic packaging could materially adversely affect its business. The Company's growth prospects depend on successfully negotiating management agreements with additional managed companies, and it faces significant competition from institutional investors and private equity, hedge and investment funds.