secwatch / observer

GPGI, Inc. — fact timeline

Source-grounded facts extracted from GPGI, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

GPGI GPGI, Inc. JSON
Shareholder Votes

GPGI, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026 at the 2026-06-11 meeting.

“The vote with respect to the Auditor Ratification Proposal was as follows: For Against Abstain 262,162,349 5,694 8,328 Broker Non-Votes: N/A”
Shareholder Votes

GPGI, Inc. shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2026-06-11 meeting.

“The vote with respect to the advisory Say-on-Frequency Proposal was as follows: Every One (1) Year Every Two (2) Years Every Three (3) Years Abstain 250,019,750 66,861 56,241 75,093 Broker Non-Votes: 11,958,426”
Shareholder Votes

GPGI, Inc. shareholders approved Advisory approval of the compensation of named executive officers (Say-on-Pay) at the 2026-06-11 meeting.

“The vote with respect to the advisory Say-on-Pay Proposal was as follows: For Against Abstain 231,699,270 18,439,834 78,841 Broker Non-Votes: 11,958,426”
Shareholder Votes

GPGI, Inc. shareholders approved Election of four Class II directors at the 2026-06-11 meeting.

“The vote with respect to the election of each of the directors was as follows: Nominees For Withheld Joseph J. DeAngelo 249,815,353 402,592 Brian F. Hughes 244,650,151 5,567,794 Mark R. James 230,584,975 19,632,970 Thomas R. Knott 242,484,633 7,733,312 Broker Non-Votes: 11,958,426”
Equity Issuances

GPGI, Inc. issued common stock.

“The Reincorporation did not result in any change in the headquarters, business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Reincorporation).”
Governance Changes

GPGI, Inc.: Reincorporated from Delaware to Nevada, adopting Nevada Charter and Nevada Bylaws (effective 2026-06-05).

“the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Reincorporation”) became effective on June 5, 2026, at 3:00 p.m. Eastern Time (the “Effective Time”). At the Effective Time: · the Company’s state of incorporation and governing law changed from the State of Delaware to the State of Nevada; and · the affairs of the Company ceased to be governed by the laws of the State of Delaware, the Company’s existing Third Amended and Restated Certificate of Incorporation, as amended, and the Company’s Amended and Restated Bylaws, and instead became governed by the laws of the State of Nevada, the articles of incorporation filed with the Nevada Secretary of State (the “Nevada Charter”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”).”
Shareholder Votes

GPGI, Inc. shareholders approved Reincorporation of the Company from Delaware to Nevada by conversion at the 2026-06-04 meeting.

“At the Special Meeting, the Reincorporation Proposal was approved. The vote with respect to the Reincorporation Proposal was as follows: Votes For % For Votes Against % Against Abstain 171,505,308 59.2% 96,295,425 33.2% 147,411”
Earnings Releases

GPGI, Inc. reported financial results for the three months ended March 31, 2026.

“On May 7 , 2026, GPGI, Inc. (the “Company”) issued a press release announcing its financial results for the three m onths ended March 31, 2026, and provided an investor presentation to accompany the press release.”
Earnings Releases

GPGI, Inc. reported Fiscal year ending December 31, 2026 results: revenue $2,183 to $2,228 million. Guidance initiated.

“Following annual guidance is based upon expectations for the combined results of CompoSecure and Husky Technologies. Guidance for Non-GAAP Pro Forma Adjusted EBITDA includes payment of the Resolute Holdings management fee. § Pro Forma Adj. Net Sales of $2,183 to $2,228 million § Pro Forma Adj. EBITDA of $620 to $650 million § Pro Forma Adj. Free Cash Flow of $325 to $375 million § Non-GAAP Year-end Net LTM Leverage less than 3.0x”
Earnings Releases

GPGI, Inc. reported Year ended December 31, 2025 results: revenue $462.1 million, net income ($136.0 million), EPS ($1.23).

“36.5%, up 640 basis points Full Year 2025 Results compared to prior year period unless otherwise noted; does not include results for Husky Technologies § Non-GAAP Net Sales of $462 million, up 10% § GAAP Net Loss of $136 million, down 48% § Pro Forma Adj. EBITDA of $171 million, up 24%, and Pro Forma Adj. EBITDA margin of 36.9%, up 408 basis points Recent Business”
Earnings Releases

GPGI, Inc. reported Fourth quarter ended December 31, 2025 results: revenue $117.7 million, net income $43.3 million, EPS $0.31.

“EBITDA Growth of 41% Fourth Quarter 2025 Results compared to prior year period unless otherwise noted; does not include results for Husky Technologies § Non-GAAP Net Sales of $118 million, up 17% § GAAP Net Income of $43 million, up 189% § Pro Forma Adj. EBITDA of $43 million, up 41%, and Pro Forma Adj. EBITDA margin of 36.5%, up 640 basis points Full Year 2025”
Governance Changes

GPGI, Inc.: Amended Third Amended and Restated By-Laws to reflect Company renaming to GPGI, Inc. effective January 22, 2026, and make administrative revisions for executive transitions (effective 2026-01-22).

“On January 16, 2026, the Board approved amendments to the Company’s Third Amended and Restated By-Laws (as amended, the “Bylaws”) to reflect the previously announced renaming of the Company to GPGI, Inc., which will become effective on January 22, 2026, and to make certain administrative revisions in connection with the executive transitions described in Item 5.02 above.”
Material Agreements

GPGI, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $900.0 million aggregate principal amount of 5.625% Senior Secured Notes due 2033 (effective 2026-01-14).

“The 2033 Notes were issued pursuant to an indenture (the " Indenture "), dated as of January 14, 2026 (the " Closing Date "), among the Issuer, the Company, the subsidiary guarantors party thereto from time to time (together with the Company, the " Guarantors ") and U.S. Bank Trust Company, National Association, as trustee (the " Trustee ") and as notes collateral agent (the " Notes Collateral Agent ").”
Equity Issuances

GPGI, Inc. issued 106,053,083 shares of Common Stock of common stock to PIPE Investors for purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion.

“e “PIPE Investors”) in a private placement an aggregate of 106,056,083 shares of Common Stock, at a purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion. Item 1.01 Entry into a Material Definitive Agreement. Pursuant to the terms of the Transaction”
Governance Changes

GPGI, Inc.: Amendment to Third Amended and Restated Certificate of Amendment to change company name from CompoSecure, Inc. to GPGI, Inc (effective 2026-01-22).

“On January 11, 2026, the Company Board approved a change in the Company’s name from CompoSecure, Inc. to GPGI, Inc., and an amendment to the Company’s Third Amended and Restated Certificate of Amendment to reflect the change in the Company’s name, to be effective on January 22, 2026.”
Material Agreements

GPGI, Inc. terminated Fourth Amended and Restated Credit Agreement with CompoSecure, L.L.C., Arculus Holdings, L.L.C., CompoSecure Holdings, L.L.C., Lenders, JPMorgan Chase Bank, N.A. valued at Repaid all loans and terminated all credit commitments outstanding under $330.0 million credit facil (effective 2026-01-13).

“Concurrently with the closing of the Transaction, the Company repaid all loans and terminated all credit commitments outstanding under that certain Fourth Amended and Restated Credit Agreement (the "Credit Agreement"), dated August 7, 2024, as amended by the Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Limited Waiver, dated December 30, 2024, by and among CompoSecure, L.L.C., Arculus Holdings, L.L.C., CompoSecure Holdings, L.L.C., the Lenders (as defined therein) party thereto and JPMorgan Chase Bank, N.A., which provided for a credit facility of $330.0 million, comprising of a term loan of $200.0 million and a revolving credit facility of $130.0 million.”
Material Agreements

GPGI, Inc. entered into Amendment to Amended and Restated Waiver Agreement with Resolute Compo Holdings LLC, Tungsten 2024 LLC valued at Board size increase to allow PE Holder nomination rights (effective 2026-01-13).

“In connection with the closing of the Transaction, on the Closing Date, Resolute Compo Holdings LLC, Tungsten 2024 LLC and the Company entered into an amendment (the "Amendment") to the Amended and Restated Waiver Agreement, dated as of July 12, 2025, between such parties, pursuant to which the parties agreed that in the event the Company Board rescinds the Board Size Requirement Waiver (as defined therein), the Company Board will adopt resolutions increasing the size of the Board to allow the PE Holder to continue to exercise its nomination rights under the Investor Rights Agreement.”
Material Agreements

GPGI, Inc. entered into Management Agreement with Resolute Holdings Management, Inc. valued at Quarterly management fee equal to 2.5% of last 12 months' Adjusted EBITDA; ten-year term with automa (effective 2026-01-13).

“In connection with the closing of the Transaction, and pursuant to the terms of the existing Management Agreement, dated as of February 28, 2025, by and between Resolute Holdings and CompoSecure Holdings, L.L.C. (the "CompoSecure Management Agreement"), an indirect subsidiary of the Company that will hold, directly or indirectly, the business of Husky following the closing ("Husky Holdings"), entered into a management agreement (the "Management Agreement") with Resolute Holdings Management, Inc. ("Resolute Holdings") on the Closing Date.”
Material Agreements

GPGI, Inc. entered into Registration Rights Agreement with PE Holder valued at Shelf registration statement; demand and piggy-back registration rights; indemnification (effective 2026-01-13).

“Pursuant to the terms of the terms of the Transaction Agreement, on the Closing Date, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the PE Holder (collectively, with each other person who has executed and delivered a joinder thereto, the "RRA Parties") which, among other things, provides that the Company will as soon as practicable file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of certain shares of the Common Stock and certain other equity securities of the Company held by the RRA Parties.”
Material Agreements

GPGI, Inc. entered into Investor Rights Agreement with PE Titan CS Holdings L.P. valued at Right to nominate board members; lock-up of 90 days; freely pursue business opportunities (effective 2026-01-13).

“Pursuant to the terms of the Transaction Agreement, on the Closing Date, the Company entered into an Investor Rights Agreement (the "Investor Rights Agreement") with PE Titan CS Holdings L.P., an affiliate of Platinum (the "PE Holder").”
Debt Financings

GPGI, Inc. incurred senior notes of $1,000.0 million aggregate principal amount of 9.000% senior secured notes due 2029 with Husky at 9.000% maturing 2029.

“(iv) $1,000.0 million aggregate principal amount of 9.000% senior secured notes due 2029 (the “Existing Husky Notes")”
Debt Financings

GPGI, Inc. incurred revolving credit of $50.0 million aggregate principal amount outstanding under Husky’s existing multi-currency super priority revolving cred with Husky at Not specified maturing Not specified.

“(iii) $50.0 million aggregate principal amount outstanding under Husky’s existing multi-currency super priority revolving credit facility (the “Existing Husky Revolver"”
Debt Financings

GPGI, Inc. incurred term loan of $350.0 million aggregate principal amount drawn on the Closing Date under Husky’s existing U.S. dollar denominated delay with Husky at Not specified maturing Not specified.

“(ii) $350.0 million aggregate principal amount drawn on the Closing Date under Husky’s existing U.S. dollar denominated delayed draw term loan facility (the “Existing Delayed Draw Term Loan"”
Debt Financings

GPGI, Inc. incurred term loan of $1,723.8 million aggregate principal amount outstanding under Husky’s existing U.S. dollar denominated term loan facilit with Husky at Not specified maturing Not specified.

“the Company assumed the indebtedness of Husky, including (i) $1,723.8 million aggregate principal amount outstanding under Husky’s existing U.S. dollar denominated term loan facility (the “Existing Husky Term Loan")”
M&A Transactions

GPGI, Inc. completed an acquisition involving Husky Technologies Limited for approximately $688.7 million in cash and 54,978,334 shares of Class A Common Stock (closed 2026-01-12).

“On January 12, 2026 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Transaction Agreement, the Company completed its combination with Husky (the “Transaction”) for aggregate consideration of approximately $688.7 million in cash and 54,978,334 shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”).”
Auditor Changes

GPGI, Inc. engaged Ernst & Young LLP as its auditor.

“hornton”) as the Company’s independent registered public accounting firm and (ii) appointed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026. Grant Thornton was previously engaged to audit the Company's consolidated financial statements for the year ending December 31, 2025. The appointment of EY does not affect Grant Thornton’s engagement for the year ended December 31, 2025. The audit reports of Grant”
Auditor Changes

GPGI, Inc. dismissed Grant Thorton LLP as its auditor.

“ommittee of the board of directors of the Company (the “Board”) (i) approved the dismissal of Grant Thorton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm and (ii) appointed Ernst & Young LLP (“EY”)”

Timothy Fitzsimmons departed as Chief Financial Officer at GPGI, Inc..

“On June 10, 2025, Timothy Fitzsimmons, Chief Financial Officer (“CFO”) of CompoSecure, Inc. (the “Company”) informed the Company’s Board of Directors that he will retire from his position”
Governance Changes

GPGI, Inc.: Increased authorized Common Stock from 250M to 1B shares and removed obsolete provisions related to eliminated dual class structure via Third Amended and Restated Certificate of Incorporation.

“The Company has filed with the Secretary of State of Delaware a Third Amended and Restated Certificate of Amendment reflecting each of the Authorized Stock Increase Amendment and the Obsolete Provisions Removal Amendment, which was effective upon filing.”
M&A Transactions

GPGI, Inc. completed a disposition involving Resolute Holdings Management, Inc. (closed 2025-02-28).

“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.”

Roger Fradin resigned as director at GPGI, Inc..

“On February 28, 2025, Roger Fradin notified the Company of his decision to resign as a director of the Board, effective immediately.”

Niloofar Razi Howe retired as Director at GPGI, Inc..

“On October 18, 2024, the Board of Directors (the “Board”) of CompoSecure, Inc. (the “Company”) appointed Dr. Krisha Mikkilineni to fill the vacancy created by the previously announced retirement of Niloofar Razi Howe.”

Dr. Krisha Mikkilineni was appointed as Class III Director at GPGI, Inc..

“On October 18, 2024, the Board of Directors (the “Board”) of CompoSecure, Inc. (the “Company”) appointed Dr. Krisha Mikkilineni to fill the vacancy created by the previously announced retirement of Niloofar Razi Howe.”

Niloofar Razi Howe resigned as Director at GPGI, Inc..

“On September 29, 2024, Niloofar Razi Howe notified CompoSecure, Inc. (the “Company”) of her decision to resign as a director of the Company’s Board of Directors (the “Board”), effective September 30, 2024.”
M&A Transactions

GPGI, Inc. underwent a change of control involving Resolute Compo Holdings LLC for aggregate purchase price of approximately $372.1 million, or $7.55 per share of Class A Common Stock acquired (closed 2024-09-17).

“On September 17, 2024, each of the Class B stockholders of CompoSecure, Inc. (the “Company”) completed the transactions contemplated pursuant to the previously-announced stock purchase agreements (each, a “stock purchase agreement”) with Resolute Compo Holdings LLC (“Resolute” or “Buyer”), pursuant to which Resolute agreed to acquire a majority interest in the Company in privately negotiated sales and eliminate the Company’s dual-class structure (the “Transaction”). Accordingly, on September 17, 2024 (the “Closing”), Resolute became the majority owner of the Company, having acquired 49,290,409 shares of the Class A Common Stock of the Company (the “Class A Common Stock”) for an aggregate purchase price of approximately $372.1 million, or $7.55 per share of Class A Common Stock acquired, representing an approximately 60% voting interest.”
M&A Transactions

GPGI, Inc. underwent a change of control involving Resolute Holdings I, LP and its affiliated vehicles.

“Following the closing of the transactions contemplated by the stock purchase agreements between each of the Selling Holders and Resolute (the “Closing”), Resolute will own a majority of the Company’s Class A Common Stock.”

Michele Logan resigned as Director at GPGI, Inc..

“on August 7, 2024, each of Mitchell Hollin and Michele Logan delivered notice of their resignation as a member of the Board and all committees thereof, subject to and contingent on the consummation of the Closing, pursuant to the terms of the Letter Agreement.”

Mitchell Hollin resigned as Director at GPGI, Inc..

“on August 7, 2024, each of Mitchell Hollin and Michele Logan delivered notice of their resignation as a member of the Board and all committees thereof, subject to and contingent on the consummation of the Closing, pursuant to the terms of the Letter Agreement.”
Material Agreements

GPGI, Inc. entered into Underwriting Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., TD Securities (USA) LLC (effective 2024-05-08).

“On May 8, 2024, CompoSecure, Inc. (the “ Company ”) and CompoSecure Holdings, L.L.C. (the “ Operating Subsidiary ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with J.P. Morgan Securities LLC (“ J.P. Morgan ”), BofA Securities, Inc. (“ BofA ”), and TD Securities (USA) LLC (“ Cowen ”) as the representatives”
Earnings Releases

GPGI, Inc. reported first quarter ended March 31, 2024 results: revenue $104.0 million, net income $17.1 million, EPS $0.20 (Basic) and $0.17 (Diluted). Guidance reaffirmed.

“CompoSecure Reports Record First Quarter 2024 Financial Results and Declares Special Cash Dividend Q1 Net Sales up 9% to $104.0 Million; Q1 Net Income up 59% to $17.1 Million;”
Earnings Releases

GPGI, Inc. updated its the fourth quarter and full year ended December 31, 2023 guidance (reaffirmed).

“On March 6, 2024, the Company issued a press release announcing its financial results for the full year 2023 and the three months ended December 31, 2023”
Material Agreements

GPGI, Inc. amended Amendment No. 2 to Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, National Association, as administrative agent, and the lenders party thereto valued at not to exceed $40,000,000 (effective 2024-03-01).

“On March 1, 2024, CompoSecure Holdings, L.L.C. (“Holdings”), CompoSecure, L.L.C. (“CompoSecure”), Arculus Holdings, L.L.C. (“Arculus” and collectively with Holdings and CompoSecure, the “Companies”), JPMorgan Chase Bank, National Association, as administrative agent (“JPMC”), and the lenders party thereto, entered into Amendment No. 2 to Third Amended and Restated Credit Agreement (the “Second Amendment”).”
Earnings Releases

GPGI, Inc. reported the third quarter ended September 30, 2023 results: revenue $96.9 million, net income $38.0 million, EPS $0.39 (Basic) and $0.34 (Diluted). Guidance lowered.

“including incrementally reducing our outstanding debt this quarter to further improve our leverage ratio.” Q3 2023 Financial Highlights (vs. Q3 2022) · Net Sales: Net Sales were $96.9 million compared to $103.3 million. The decrease was driven by lower international sales, which is a more variable market due to global economic uncertainty, customer mix and a smaller”
Earnings Releases

GPGI, Inc. reported the second quarter ended June 30, 2023 results: revenue $98.5 million, net income $32.7 million, EPS $0.31 (Basic) and $0.29 (Diluted). Guidance reaffirmed.

“the market, and I am proud that we continue to demonstrate that unique value proposition.” Q2 2023 Financial Highlights (vs. Q2 2022) · Net Sales: Net Sales increased 1% to $98.5 million compared to $97.2 million, with the increase primarily driven by continued domestic growth in the Company’s metal payment card business, which was up 11%. This was partially”
Shareholder Votes

GPGI, Inc. shareholders approved Ratification of appointment of Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-18 meeting.

“Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm The vote with respect to the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was as follows: For Against Abstain 72,822,451 13,767 246”
Shareholder Votes

GPGI, Inc. shareholders approved Election of two Class II directors to serve until 2026 at the 2023-05-18 meeting.

“Proposal No. 1 — Election of the Class II Directors The vote with respect to the election of each of the directors was as follows: Nominees For Withheld Broker Non-Votes Michele Logan 68,995,883 1,675,080 2,165,501 Brian F. Hughes 67,478,945 3,192,018 2,165,501”
Earnings Releases

GPGI, Inc. reported first quarter ended March 31, 2023 results: revenue $95.3 million, net income $10.7 million, EPS $0.13 (Basic) and $0.11 (Diluted). Guidance reaffirmed.

“delivering innovative offerings to the market that can deliver long term shareholder value.” Q1 2023 Financial Highlights (vs. Q1 2022) • Net Sales: Net Sales increased 13% to $95.3 million compared to $84.2 million, with the increase primarily driven by strong sales execution and continued growth in the Company’s premium payment card business. • Gross Profit:”
Earnings Releases

GPGI, Inc. reported fourth quarter ended December 31, 2022 results: revenue $93.8 million, net income $22.4 million, EPS $0.14 (Basic) and $0.14 (Diluted) per share attributable to class A common stockholders.

“Q4 Net Sales up 25% to $93.8 Million; Q4 Net Income up 12% to $22.4 Million”
Earnings Releases

GPGI, Inc. reported full year ended December 31, 2022 results: revenue $378.5 million, net income $131.8 million, EPS $1.21 (Basic) and $1.13 (Diluted) per share attributable to class A common stockholders. Guidance initiated.

“CompoSecure Reports Record Full Year 2022 Financial Results and Issues 2023 Outlook FY Net Sales up 41% to $378.5 Million; FY Net Income up 58% to $131.8 Million; FY Adj. EBITDA up 33% to $136.2 Million Q4 Net Sales up 25% to $93.8 Million; Q4 Net Income up 12% to $22.4 Million; Q4 Adj. EBITDA up 44% to $30.6 Million Expects 2023 Net Sales Between $400-$425 Million; Adj. EBITDA Between $145-$155 Million”
Earnings Releases

GPGI, Inc. updated its 2022 guidance (raised).

“The Company is narrowing its Net Sales range for 2022 to the high end of our previously announced guidance and now expects Net Sales for the year between $370-$380 million (previously $355-$380 million) reflecting an approximate 40% increase from 2021 at the midpoint. CompoSecure is also increasing its 2022 outlook for Adjusted EBITDA and now expects it to range from $130-137 million (previously $110-120 million) reflecting an increase of approximately 31% from 2021 at the midpoint.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.