Resolute Holdings Reports Fourth Quarter and Full Year 2025 Results

NEW YORK, March 12, 2026 (GLOBE NEWSWIRE) -- Resolute Holdings Management, Inc. (“Resolute Holdings”) (NYSE: RHLD), an operating management company responsible for providing management services to the operating businesses of GPGI, Inc. (“GPGI”) (NYSE: GPGI), today reported financial results for its fiscal fourth quarter and year ended December 31, 2025. Resolute Holdings reported fourth quarter earnings per share attributable to common stockholders of ($0.20) and Non-GAAP Fee-Related Earnings per share of ($0.04). For the year ended December 31, 2025, Resolute Holdings reported earnings per share attributable to common stockholders of ($0.69) and Non-GAAP Fee-Related Earnings per share of $0.11. As a result of and following the execution of the management agreement with Husky Holdings LLC in January 2026, we expect our fee stream and profitability to increase meaningfully in 2026.

As a result of the spin-off from GPGI and execution of the management agreement with GPGI Holdings, L.L.C. (“GPGI Holdings”), Resolute Holdings is required to consolidate the financial results of GPGI Holdings (and its subsidiaries, including Husky Holdings LLC) in accordance with U.S. GAAP. This presentation of financial results does not represent the underlying economics or the positive attributes of Resolute Holdings’ standalone business model, which consist of recurring, long-duration management fees and a relatively fixed expense base. The results of the Resolute Holdings standalone business and associated Non-GAAP Fee-Related Earnings calculation are included below to provide a clear picture of the economic performance of the business directly attributable to shareholders of RHLD. This release includes such results presented in accordance with U.S. GAAP, as well as certain Non-GAAP measures, including Fee-Related Earnings. See “Use of Non-GAAP Financial Measures” below.

Resolute Holdings Segment Financial Information (GAAP); Fee-Related Earnings and Fee-Related Earnings Per Share (Non-GAAP) ($ in thousands except per share figures) Three months Year ended ended December 31, 2025 December 31, 2025Management fees $4,032 12,278 Selling, general and administrative expenses 5,877 17,567 Income from operations (1,845) (5,289)Total other income (expense) 85 251 Income (loss) before income taxes (1,760) (5,038)Income tax (expense) 45 (885)Net income (loss) (1,715) (5,923)Net income (loss) attributable to non-controlling interest — — Net income (loss) attributable to common stockholders (1,715) (5,923)Net income (loss) per share attributable to common stockholders - diluted $(0.20) (0.69) Adjustments to reconcile Fee-Related Earnings to net income (loss) attributable to common stockholders: Add: Equity-based compensation at GPGI (1) 1,376 5,157 Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2) — 2,046 Add: Spin-Off costs (3) — 290 Net tax impact of adjustments (4) — (654)Fee-Related Earnings (339) 916 Fee-Related Earnings per share - diluted $(0.04) 0.11

(1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI Equity Plan. Equity granted under the GPGI Equity Plan relates to GPGI Class A Common Stock and has no impact on Resolute Holdings’ common stock outstanding.
(2) Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025.
(3) One-time costs associated with the Spin-Off from GPGI.
(4) Tax-effect of adjustments at a 28% nominal tax rate. Only applied to those adjustments that would impact Resolute Holdings’ taxes. Equity-based compensation expense under the GPGI Equity Plan is expensed for tax purposes at GPGI and not Resolute Holdings.

Exhibit – Structural Relationship & Non-GAAP Financial Summary

About Resolute Holdings Management, Inc.

Resolute Holdings (NYSE: RHLD) is an alternative asset management platform led by David Cote and Tom Knott that provides operating management services including the oversight of capital allocation strategy, operational practices, and M&A sourcing and execution at managed businesses under GPGI, Inc. Resolute Holdings brings a differentiated approach to long-term value creation through the systematic deployment of the Resolute Operating System, which is designed to create value at both the underlying managed businesses and at Resolute Holdings. For additional information on Resolute Holdings, please refer to Resolute Holdings’ filings with the U.S. Securities and Exchange Commission or please visit www.resoluteholdings.com.

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although Resolute Holdings believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, Resolute Holdings cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning Resolute Holdings’ expectations regarding personnel, the acquisition of Husky and the anticipated benefits thereof, potential future investments and opportunities, future platform acquisitions, limited profitability for the year ending December 31, 2025, revenues from management fees, the deployment of the Resolute Operating System, market opportunities, possible or assumed future actions, business strategies, events, or results of operations, and other matters, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect Resolute Holdings’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in Resolute Holdings’ forward-looking statements: the timing and amount of the management fees payable to Resolute Holdings, including unexpected fluctuations therein, unexpected changes in costs, risks associated with the implementation of the Resolute Operating System, unexpected market and macroeconomic developments, demand for Resolute Holdings’ services, the ability of Resolute Holdings to grow and manage growth profitably, compete within its industry and attract and retain its key employees; risks associated with the acquisition of Husky and the transactions related thereto including the anticipated benefits to GPGI and to Resolute Holdings of such transactions; the possibility that Resolute Holdings may be adversely impacted by other global economic, business, competitive and/or other factors, including but not limited to inflationary pressures, volatile interest rates, variable tariff policies or intensified disruptions in the global financial markets; the outcome of any legal proceedings that may be instituted against Resolute Holdings or others; future exchange and interest rates; and other risks and uncertainties, including those under “Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. Resolute Holdings undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. Resolute Holdings believes Fee-Related Earnings and Fee-Related Earnings per share are useful to investors in evaluating Resolute Holdings’ financial performance. Resolute Holdings believes that these non-GAAP financial measures depict the performance of the business and underlying economics attributable to Resolute Holdings common stockholders. Fee-Related Earnings and Fee-Related Earnings per share should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from Fee-Related Earnings and Fee-Related Earnings per share are significant components in understanding and assessing Resolute Holdings’ financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income, net income per share, or any other performance measures derived in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures used by other companies.

For investor inquiries, please contact:

Resolute Holdings
(212) 256-8405
[email protected]

Consolidated Balance Sheets
Resolute Holdings Management, Inc.
($ in thousands, except par value and share amounts) December 31, December 31, 2025 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $161,369 $71,589 Short-term investments 44,126 — Accounts receivable 44,220 47,449 Inventories, net 44,214 44,833 Prepaid expenses and other current assets 3,542 2,696 Deferred tax asset 180 24 Total current assets 297,651 166,591 Property and equipment, net 21,803 23,448 Right of use assets, net 9,957 5,404 Derivative asset - interest rate swap — 2,749 Deposits and other assets 4,004 3,600 Total assets $333,415 $201,792 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $11,925 $5,691 Accrued expenses 48,363 31,091 Current portion of long-term debt 15,000 11,250 Current portion of lease liabilities – operating leases 2,239 2,113 Total current liabilities 77,527 50,145 Long-term debt, net of deferred financing costs 169,791 184,389 Lease liabilities, operating leases 8,331 3,888 Total liabilities 255,649 238,422 Commitments and contingencies (Note 17) — — Preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 shares issued and outstanding — — Common stock, $0.0001 par value; 1,000,000,000 shares authorized, 8,500,694 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively. — — Additional paid-in capital 18,883 1,544 Accumulated deficit (8,257) (2,334)Treasury stock (4,103) — Total stockholders' equity (deficit) 6,523 (790)Non-controlling interest 71,243 (35,840)Total equity (deficit) 77,766 (36,630)Total liabilities and stockholders' equity (deficit) $333,415 $201,792

Consolidated Statements of Operations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts) Year ended December 31, 2025 2024 Net sales $462,055 $420,571 Cost of sales 201,843 201,344 Gross profit 260,212 219,227 Operating expenses: Selling, general and administrative expenses 116,953 92,680 Income from operations 143,259 126,547 Other income (expense): Change in fair value of derivative liability - convertible notes redemption make-whole provision — 425 Interest income 5,471 4,579 Interest expense (13,198) (20,177)Amortization of deferred financing costs (629) (1,104)Loss on extinguishment of debt — (148)Total other expense, net (8,356) (16,425)Income (loss) before income taxes 134,903 110,122 Income tax (expense) (885) 24 Net income (loss) $134,018 $110,146 Net income (loss) attributable to non-controlling interest 139,941 112,480 Net income (loss) attributable to common stockholders $(5,923) $(2,334) Net income (loss) per share attributable to common stockholders - basic & diluted $(0.69) $(0.27) Weighted average shares used to compute net income (loss) per share attributable to common stockholders - basic & diluted (in thousands) 8,523 8,526

Consolidated Statements of Cash Flows
Resolute Holdings Management, Inc.
($ in thousands) Year ended December 31, 2025 2024 Cash flows from operating activities: Net income (loss) $134,018 $110,146 Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization 9,377 9,174 Equity-based compensation expense 26,799 19,894 Amortization of deferred financing costs 629 1,155 Non-cash operating lease expense 2,505 2,336 Non-cash interest (1,106) — Loss on extinguishment of debt — 148 Change in fair value of derivative liability – convertible notes redemption make-whole provisions — (425)Changes in assets and liabilities Accounts receivable 3,229 (6,961)Inventories 619 7,707 Prepaid expenses and other assets (1,002) 2,321 Accounts payable 6,234 521 Accrued expenses 17,272 8,535 Lease liabilities (2,488) (2,450)Net cash provided by operating activities 196,086 152,101 Cash flows from investing activities: Purchase of property and equipment (6,857) (7,410)Capitalized software costs (1,507) (1,035)Purchases of short-term investments (52,019) — Maturities of short-term investments 3,000 — Sales of short-term investments 5,999 — Investment in SAFE — (1,500)Net cash used in investing activities (51,384) (9,945) Cash flows from financing activities: Payment of GPGI Holdings term loan (11,250) (12,813)Distributions to GPGI Holdings members (21,659) (84,897)Contribution by GPGI Holdings 11,869 — Contribution to Resolute Holdings (11,869) — Payments for taxes related to net share settlement of GPGI equity awards (17,910) (8,944)Share repurchases (4,103) — Deferred finance costs related to GPGI Holdings debt modifications — (2,104)Net cash used in financing activities (54,922) (108,758) Net increase (decrease) in cash and cash equivalents 89,780 33,398 Cash and cash equivalents, beginning of period 71,589 38,191 Cash and cash equivalents, end of period $161,369 $71,589 Supplementary disclosure of cash flow information: Cash paid for interest expense $12,769 $20,608 Supplemental disclosure of non-cash financing activities: Consolidation of GPGI Holdings net assets (liabilities), excluding cash, from execution of CompoSecure Management Agreement $(98,508) $— Operating lease ROU assets exchanged for lease liabilities $6,613 $— Derivative asset - interest rate swap $(2,749) $(2,509)

Segment Statements of Operations and Non-GAAP Reconciliations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts) Three months ended Year ended December 31, 2025 December 31, 2025 ($ in thousands except per share figures) ($ in thousands except per share figures) Resolute GPGI Intercompany/ Resolute GPGI Intercompany/ Holdings Holdings Eliminations Consolidated Holdings Holdings Eliminations Consolidated Management fees $4,032 $— $(4,032) $— $12,278 $— $(12,278) $— Product sales — 117,709 — 117,709 — 462,055 — 462,055 Net sales 4,032 117,709 (4,032) 117,709 12,278 462,055 (12,278) 462,055 Cost of sales — 52,171 — 52,171 — 201,843 — 201,843 Gross profit 4,032 65,538 (4,032) 65,538 12,278 260,212 (12,278) 260,212 Total selling, general and administrative expenses 5,877 28,143 (4,032) 29,988 17,567 113,474 (14,088) 116,953 Income from operations (1,845) 37,395 — 35,550 (5,289) 146,738 1,810 143,259 Total other income (expense) 85 (1,980) — (1,895) 251 (8,607) — (8,356) Income (loss) before income taxes (1,760) 35,415 — 33,655 (5,038) 138,131 1,810 134,903 Income tax (expense) 45 — — 45 (885) — — (885) Net income (loss) (1,715) 35,415 — 33,700 (5,923) 138,131 1,810 134,018 Net income (loss) attributable to non-controlling interest — 35,415 — 35,415 — 138,131 1,810 139,941 Net income (loss) attributable to common stockholders (1,715) — — (1,715) (5,923) — — (5,923) Net income (loss) per share attributable to common stockholders - diluted $(0.20) $(0.20) $(0.69) $(0.69) Adjustments to reconcile fee-related earnings to net income (loss) attributable to common stockholders: Add: Equity-based compensation at GPGI (1) 1,376 1,376 5,157 5,157 Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2) — — 2,046 2,046 Add: Spin-Off costs (3) — — 290 290 Net tax impact of adjustments (4) — — (654) (654) Fee-Related Earnings (339) (339) 916 916 Fee-Related Earnings per share - diluted $(0.04) $(0.04) $0.11 $0.11 Diluted weighted average shares used to compute: Net income (loss) per share attributable to common stockholders (in thousands) 8,515 8,515 8,523 8,523 Fee-Related Earnings per share (in thousands) 8,591 8,591 8,550 8,550

(1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI Equity Plan. Equity granted under the GPGI Equity Plan relates to GPGI Class A Common Stock and has no impact on Resolute Holdings’ common stock outstanding.
(2) Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025.
(3) One-time costs associated with the Spin-Off from GPGI.
(4) Tax-effect of adjustments at a 28% nominal tax rate. Only applied to those adjustments that would impact Resolute Holdings’ taxes. Equity-based compensation expense under the GPGI Equity Plan is expensed for tax purposes at GPGI and not Resolute Holdings.

Additional Information
Segment Balance Sheets
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts) December 31, 2025 December 31, 2024 ($ in thousands) ($ in thousands) Resolute GPGI Intercompany/ Resolute GPGI Intercompany/ Holdings Holdings Eliminations Consolidated Holdings Holdings Eliminations ConsolidatedASSETS CURRENT ASSETS Cash and cash equivalents $4,410 $156,959 $— $161,369 $— $71,589 $— $71,589 Short-term investments 3,050 41,076 — 44,126 — — — — Accounts receivable 4,032 44,220 (4,032) 44,220 — 47,449 — 47,449 Inventories, net — 44,214 — 44,214 — 44,833 — 44,833 Prepaid expenses and other current assets 417 3,125 — 3,542 — 2,696 — 2,696 Deferred tax asset 180 — — 180 24 — — 24 Total current assets 12,089 289,594 (4,032) 297,651 24 166,567 — 166,591 Property and equipment, net — 21,803 — 21,803 — 23,448 — 23,448 Right of use assets, net 1,059 8,898 — 9,957 — 5,404 — 5,404 Derivative asset - interest rate swap — — — — — 2,749 — 2,749 Deposits and other assets — 4,004 — 4,004 — 3,600 — 3,600 Total assets 13,148 324,299 (4,032) 333,415 24 201,768 — 201,792 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable 45 11,814 66 11,925 — 5,691 — 5,691 Accrued expenses 5,522 46,873 (4,032) 48,363 814 30,954 (677) 31,091 Current portion of long-term debt — 15,000 — 15,000 — 11,250 — 11,250 Current portion of lease liabilities – operating leases 79 2,160 — 2,239 — 2,113 — 2,113 Total current liabilities 5,646 75,847 (3,966) 77,527 814 50,008 (677) 50,145 Long-term debt, net of deferred financing costs — 169,791 — 169,791 — 184,389 — 184,389 Lease liabilities, operating leases 979 7,352 — 8,331 — 3,888 — 3,888 Total liabilities 6,625 252,990 (3,966) 255,649 814 238,285 (677) 238,422 Additional paid-in capital 18,883 — — 18,883 1,544 — — 1,544 Accumulated deficit (8,257) — — (8,257) (2,334) — — (2,334)Treasury stock (4,103) — — (4,103) Total stockholders' equity (deficit) 6,523 — — 6,523 (790) — — (790)Non-controlling interest — 71,309 (66) 71,243 — (36,517) 677 (35,840)Total equity (deficit) 6,523 71,309 (66) 77,766 (790) (36,517) 677 (36,630)Total liabilities and stockholders' equity (deficit) $13,148 $324,299 $(4,032) $333,415 $24 $201,768 $— $201,792

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