GPGI

cmpo-20260806

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

GPGI, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada001-3968785-2749902

(State or Other Jurisdiction

of Incorporation) (Commission File Number)(IRS Employer Identification No.)

309 Pierce Street

Somerset, New Jersey 08873

(Address of Principal Executive Offices)(Zip Code)

(908) 518-0500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per shareGPGINew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition

On August 6, 2026, GPGI, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2026, and provided an investor presentation to accompany the press release. Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively.

The information in Item 2.02 of this Form 8-K, including the information set forth in Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01    Other Events

The Company’s board of directors has declared a quarterly cash dividend in the amount of $0.0025 per share of Class A common stock of the Company, payable on September 1, 2026 to all holders of record as of August 17, 2026.

Item 9.01 (d) Financial Statements and Exhibits

Exhibit No.

Exhibit Description

99.1 Press Release of GPGI, Inc. dated August 6. 2026

99.2 Investor Presentation of GPGI, Inc. dated August 6, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

GPGI, Inc.

Date: August 6, 2026 By:

/s/ Kurt Schoen

Name: Kurt Schoen

Title: Principal Financial Officer

EX-99.1

2 a991-gpgi_1q26earningspr.htm

EX-99.1

a991-gpgi_1q26earningspr

News Release GPGI Reports First Quarter 2026 Results § CompoSecure delivers record ROS-driven results § Husky impacted by unexpected market headwinds due to oil and resin price shock and continued tariff uncertainty § ROS deployment accelerating across the enterprise First Quarter Highlights Results compared to prior year period unless otherwise noted; pro forma metrics inclusive of Husky Technologies for full quarter. § Pro Forma Adjusted Net Sales of $421.2 million, up 3% § GAAP Net Loss of $235.0 million § Pro Forma Adj. EBITDA of $82.1 million, down 16%, and Pro Forma Adj. EBITDA margin of 19.5%, down 430 bps Second Quarter 2026 Outlook Following quarterly guidance is based upon expectations for the combined results of CompoSecure and Husky Technologies. § Adjusted Net Sales of $425 to $475 million § Adjusted EBITDA of $105 to $120 million Full Year 2026 Outlook Following annual guidance is based upon expectations for the combined results of CompoSecure and Husky Technologies including for full first quarter. § Pro Forma Adjusted Net Sales of $1,950 to $2,100 million § Pro Forma Adjusted EBITDA of $550 to $610 million § Pro Forma Adjusted Free Cash Flow of $275 to $325 million § Non-GAAP year-end Net LTM Leverage of approximately 3.0x NEW YORK, NY, May 7, 2026 – GPGI, Inc. (NYSE: GPGI), a diversified multi-industry platform for companies with great positions in good industries, today announced its financial and operating results for the first quarter ended March 31, 2026. Dave Cote, GPGI’s Executive Chairman, noted: “The first quarter was highlighted by record sales at CompoSecure, reflecting the effectiveness of implementing the Resolute Operating System for both growth and profitability. At Husky, we unfortunately encountered unanticipated market headwinds due to oil and resin price volatility and continued tariff uncertainty. As a result, we are taking necessary cost actions while continuing to make strategic investments for future growth. We will navigate these market headwinds, implement ROS, and become a stronger business as we exit the year.” Tom Knott, GPGI’s Chief Investment Officer, added: “While the abrupt macroeconomic headwinds facing Husky overshadowed the record sales at CompoSecure, we remain focused on driving cultural change, ROS implementation, and continued seed planting to make 2026 a foundational year that sets us up to deliver best-in-class top line growth, margin expansion, and free cash flow generation.” Financial Results – First Quarter 2026 (1) Pro Forma measures reflect financial results as if the business combination with Husky Technologies had occurred on January 1, 2025. (2) Adjusted measures reflect financial results as if GPGI consolidated the results of GPGI Holdings, L.L.C., including its operating businesses CompoSecure and Husky, for the periods shown. (3) As of March 31, 2026, $115.1mn of cash and restricted cash was held at GPGI Holdings, and not included in the GAAP results. !"#A%&"'( FGG+ +%A(,A%-.( /A0NFGG+(2PQ(2RQ !"#A%&"'( FGG+ +%A(,A%-.( /A0NFGG+(2PQ(2RQ !"#ABCD"E)DCE*+IDBE-.EL0ENLIIL20BP 4 67RP8R .5ST8 67P98: !"#ABCD"E9:;<=!E-.EL0ENLIIL20BP 4 6;R8P 4 6<:8: !"#A%&"'( FGG+ G'=>?&"'( /A0NFGG+(2RQ !"#A%&"'( FGG+ G'=>?&"'( /A0NFGG+(2RQ )DCE;0>2NDE-?2BBP -.@A5TBP 6@R8: .@CT5 6R;8@ 9a*E4E=LIACD" -.BT8bP 698PR .BTBb 698RA c+BdEeE*d2IC4<DINE;0JDBCND0CBE-.EL0ENLIIL20BPE-AP .hT5 6PRP8B .ST5 6:P8: <2C+IE=DiCE-.EL0ENLIIL20BPE 4 6RCP:A89 4 6P<A89 Pa(R9RB Pa(R9RA

Note on Accounting Treatment As a result of the spin-off of Resolute Holdings Management, Inc. (“Resolute Holdings”) and the execution of the management agreement with Resolute Holdings (the “CompoSecure Management Agreement”) on February 28, 2025, GPGI is required to account for the operating results of its wholly owned operating subsidiary, GPGI Holdings, L.L.C. (“GPGI Holdings”), under the equity method in accordance with U.S. GAAP, effective February 28, 2025. Both the CompoSecure and Husky Technologies business units are under GPGI Holdings. The GAAP results presented above for the first quarter 2026 and the portion of the 2025 comparative period from February 28 to March 30, 2025 reflect the conversion to equity method accounting. For clarity of comparisons and to best reflect the financial results, the Company is also presenting the first quarters of 2026 and 2025 on a consolidated basis consistent with historical presentation under the “Non-GAAP” headings. First Quarter 2026 Earnings Conference Call GPGI’s leadership team will discuss the Company’s results during a conference call on Thursday, May 7, 2026, starting at 8:00 a.m. EDT. The call and accompanying presentation will contain forward-looking statements and other material information regarding GPGI’s financial and operating results. A live webcast and replay of the call will be a

EX-99.1

2 tm268632d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

News Release

GPGI Reports Strong Fourth Quarter with Organic Revenue Growth of 17%, Net Income Growth of 189%, and Pro Forma Adjusted 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

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 Developments

§Completed business combination with Husky Technologies, rebranded to GPGI, completed debt refinancing to extend maturities and support future growth, and initiated a quarterly cash dividend

§Appointed Graham Robinson as President & CEO of CompoSecure and Rob Domodossola as President & CEO of Husky Technologies

Full Year 2026 Outlook

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

NEW YORK, NY, March 12, 2026 – GPGI, Inc. (NYSE: GPGI), a diversified multi-industry platform for companies with great positions in good industries, today announced its financial and operating results for the fourth quarter and full year ended December 31, 2025.

Dave Cote, GPGI’s Executive Chairman, noted: “We are pleased with the strong fourth quarter and full year results that demonstrate our continued momentum and reinforce our position for long-term sustainable growth. We are confident in the strong underlying fundamentals for both businesses and are well positioned to deliver best-in-class top line growth, margin expansion, and healthy free cash flow generation in 2026.”

Tom Knott, GPGI’s Chief Investment Officer, added: “GPGI enters 2026 with significant momentum and energy under new leadership at CompoSecure and Husky Technologies. The Resolute Operating System continues to serve as the foundation of our execution, and we remain focused on making foundational investments to drive growth, as well as cultivating a high-performance culture across GPGI.”

Financial Results – Fourth Quarter and

Full Year 2025 at CompoSecure (Pre-Husky Transaction)

4Q 2025 4Q 2024 FY 2025 FY 2024

GAAP

Non-GAAP

GAAP

Non-GAAP

GAAP

Non-GAAP

GAAP

Non-GAAP

Net Sales ($ in millions) (1) - $117.7 $100.9 $100.9 $59.8 $462.1 $420.6 $420.6

Gross Profit ($ in millions) (1) - $65.5 $52.5 $52.5 $28.7 $260.2 $219.2 $219.2

Gross Margin (%) (1) - 55.7% 52.1% 52.1% 48.1% 56.3% 52.1% 52.1%

Net Income (Loss) / Adjusted Net Income (Loss) $43.3 $30.6 $(48.4) $22.1 $(136.0) $119.2 $(83.2) $87.9

Pro Forma Adjusted EBITDA ($ in millions) (2) (5) - $43.0 - $30.4 - $170.7 - $138.2

EPS / Adjusted EPS - Diluted $0.31 $0.23 $(0.53) $0.18 $(1.23) $0.99 $(1.22) $0.85

Cash ($ in millions) (3) (6) $114.6 $271.6 $77.5 $77.5 $114.6 $271.6 $77.5 $77.5

Short-Term

Investments ($ in millions) (4) (7) - $41.1 - - - $41.1 - -

Total Debt ($ in millions) - $186.3 $197.5 $197.5 - $186.3 $197.5 $197.5

(1) All measures other than Net Income (Loss) / Adjusted Net Income (Loss), Pro Forma Adjusted EBITDA, and EPS / Adjusted EPS – Diluted are identical on a GAAP and non-GAAP basis, because such measures have historically been shown on a consolidated basis. (2) Pro Forma Adjusted EBITDA includes $4.0mm and $3.3mm management fee expense in 4Q25 and 4Q24, respectively. It was included as a pro forma adjustment to 4Q24 to allow for comparability across periods. (3) As of December 31, 2025, $157.0mm of cash was held at GPGI Holdings, and not included in the GAAP results. (4) Investment in U.S. treasury bills as of December 31, 2025. (5) Pro Forma Adjusted EBITDA includes $14.3mm and $13.2mm management fee expense in FY25 and FY24, respectively. It was included as a pro forma adjustment to FY24 and 1Q25 to allow for comparability across periods. (6) As of December 31, 2025, $157.0mm of cash was held at GPGI Holdings, and not included in the GAAP results. (7) Investment in US treasury bills as of December 31, 2025.

Note on Accounting Treatment

As a result of the spin-off of Resolute Holdings

Management, Inc. (“Resolute Holdings”) on February 28, 2025 and the execution of the management agreement with Resolute Holdings (the “CompoSecure Management Agreement”), GPGI is required to account for the operating results of it