---
schema_version: "secwatch.filing_event.v1"
accession: "0000950142-25-000636"
form_type: "8-K"
ticker: "GPGI"
cik: "0001823144"
company_name: "GPGI, Inc."
filed_at: "2025-03-05T23:59:59+00:00"
generated_at: "2026-05-25T11:11:40.460418+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# CompoSecure completes spin-off of Resolute Holdings; RHLD begins trading on Nasdaq

## Summary
- Holders of CMPO common stock received 1 share of Resolute Holdings (RHLD) for every 12 shares held as of Feb 20, 2025.
- Resolute Holdings common stock began trading on Nasdaq under ticker RHLD on Feb 28, 2025.
- Director Roger Fradin resigned effective Feb 28, 2025 for personal reasons, not due to any disagreement.
- CompoSecure entered a 10-year Management Agreement with Resolute Holdings; quarterly fee = 2.5% of Adjusted EBITDA.
- CompoSecure entered a Board Adviser Agreement with Fradin Consulting for 12 months, renewable.

## SEC filing metadata
- accession: 0000950142-25-000636
- form_type: 8-K
- ticker: GPGI
- cik: 0001823144
- company_name: GPGI, Inc.
- filed_at: 2025-03-05T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 5.02, 2.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1823144/000095014225000636/0000950142-25-000636-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1823144/000095014225000636/eh250596910_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950142-25-000636
- JSON: https://secwatch.observer/filing/0000950142-25-000636.json
- Plain text: https://secwatch.observer/filing/0000950142-25-000636.txt

## Key facts
- Executive change
  Roger Fradin resigned as director at GPGI, Inc..
  - Action: resigned
  - Role: director
  source text: On February 28, 2025, Roger Fradin notified the Company of his decision to resign as a director of the Board, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000095014225000636/0000950142-25-000636-index.htm
- M&A Transactions
  GPGI, Inc. completed a disposition involving Resolute Holdings Management, Inc. (closed 2025-02-28).
  - Action: disposition
  - Counterparty: Resolute Holdings Management, 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,” the “Company,” “we,” “us” or “our”) completed the previously announced separation (the “Spin-Off”) of Resolute Holdings Management, Inc. (“Resolute Holdings”) from the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000095014225000636/0000950142-25-000636-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.