--- schema_version: "secwatch.filing_event.v1" accession: "0000950142-25-000558" form_type: "8-K" ticker: "RHLD" cik: "0002039497" company_name: "Resolute Holdings Management, Inc." filed_at: "2025-02-28T23:59:59+00:00" generated_at: "2026-05-26T00:27:56.090056+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Resolute Holdings completes spin-off from CompoSecure; management fee set at 2.5% of Adj. EBITDA ## Summary - Spin-off completed Feb 28, 2025; CompoSecure distributed 1 share of RHLD for every 12 shares of CMPO common stock held. - RHLD manages CompoSecure day-to-day under a 10-year Management Agreement; quarterly fee = 2.5% of CompoSecure Holdings' trailing 12-month Adjusted EBITDA. - Management Agreement has 10-year initial term (auto-renew) and termination fee: greatest of perpetuity FMV, NPV of perpetuity, or 4x trailing 24-month fee. - Board of 10 directors appointed with classified terms (Class I, II, III); committee chairs include DeAngelo (Audit), Fradin (Compensation), James (Nominating). - Registration Rights Agreement grants Resolute Compo Holdings demand and piggyback registration rights for RHLD shares. ## SEC filing metadata - accession: 0000950142-25-000558 - form_type: 8-K - ticker: RHLD - cik: 0002039497 - company_name: Resolute Holdings Management, Inc. - filed_at: 2025-02-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/eh250596666_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950142-25-000558 - JSON: https://secwatch.observer/filing/0000950142-25-000558.json - Plain text: https://secwatch.observer/filing/0000950142-25-000558.txt ## Key facts - Executive change Mark James was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - Executive change Paul Galant was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - Executive change Dr. Krishna Mikkilineni was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - Executive change Joseph J. DeAngelo was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - Executive change Roger B. Fradin was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - Executive change Thomas R. Knott was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - Executive change Brian F. Hughes was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - Executive change David M. Cote was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - Executive change Jane J. Thompson was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - Executive change John Cote was appointed as Director at Resolute Holdings Management, Inc.. - Action: appointed - Role: Director source text: on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm - M&A Transactions Resolute Holdings Management, Inc. completed a disposition involving CompoSecure, Inc. (closed 2025-02-28). - Action: disposition - Counterparty: CompoSecure, Inc. - Closing: 2025-02-28 source text: On February 28, 2025 (the "Distribution Date"), at 12:01 a.m. New York City time, CompoSecure, Inc. ("CompoSecure") completed the previously announced distribution of all shares of the common stock of Resolute Holdings Management, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/2039497/000095014225000558/0000950142-25-000558-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.