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STOCK-BASED COMPENSATION
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION
5. STOCK-BASED COMPENSATION
The Company established the 2021 Incentive Equity Plan (as amended, the “Equity Plan”), which became effective as of December 27, 2021. The purpose of the Equity Plan is to provide eligible employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the Company’s Board of Directors, with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, and other stock-based awards. At the 2025 annual meeting of stockholders, the Equity Plan was amended to extend its term through May 27, 2035. Commencing with the first business day of each calendar year beginning in 2026, the aggregate number of shares of Class A Common Stock available to be issued or transferred under the Equity Plan shall be increased by an amount equal to 6% of the aggregate number of shares of Class A Common Stock outstanding as of the last day of the immediately preceding calendar year, or such lesser number of shares as may be determined by the Board.

The following table summarizes stock-based compensation expense for the Company included in selling, general and administrative expenses within the consolidated statements of operations:

Three Months Ended June 30,
Six Months Ended June 30,

2026
2025
2026
2025
Restricted stock unit expense
$
0.8 
$
0.1 
$
1.4 
$
3.1 
Performance stock unit expense
— 
— 
— 
0.5 
Stock option expense
2.5 
— 
3.9 
0.4 
Total stock-based compensation expense
$
3.3 
$
0.1 
$
5.3 
$
4.0 
Employees of GPGI Holdings are granted equity awards under the Company's Equity Plan. Compensation expense related to these awards is recognized at GPGI Holdings and is reflected in earnings (losses) in equity method investment. The increase in the Company's additional paid-in capital arising from equity awards expensed at GPGI Holdings was $2.8 and $5.0 during the three months ended June 30, 2026 and 2025, respectively, and $4.8 and $6.8 during the six months ended June 30, 2026 and 2025, respectively.
Certain employees of Resolute Holdings (“Contractors”) have entered into Independent Contractor Agreements with GPGI (“Contractor Agreements”) pursuant to which the Contractors provide certain consulting and advisory services with respect to executing strategic corporate transactions and related activities, and such other similar services as reasonably requested by GPGI, and pursuant to which the Contractors are eligible to receive GPGI equity awards. Prior to the Husky Transaction Date, Resolute Holdings and GPGI were deemed to be under common control, and Resolute Holdings recognized stock-based compensation expense for equity awards granted to those Contractors. Subsequent to the completion of the Husky Transaction, Resolute Holdings and GPGI were no longer under common control and GPGI recognized the stock-based compensation expense for the Contractors. Stock-based compensation expense recognized by the Company for awards granted to the Contractors was $3.0 and $4.7 for the three and six months ended June 30, 2026, respectively.
A summary of RSUs, PSUs and stock option activity under the Equity Plan is presented below.
Restricted Stock Unit Activity
The Company grants RSUs to eligible employees and non-employees that generally vest in three tranches on the third, fifth, and seventh anniversaries of the grant date, subject to continued service. RSUs are forfeited upon termination of service prior to vesting. The fair value of each RSU is based on the market value of the Company’s Class A Common Stock on the grant date. The following table sets forth RSU activity under the Equity Plan for the six months ended June 30, 2026:
Number of Shares
Nonvested at January 1, 2026
5,931,940 
Granted
1,803,841 
Vested
(2,528,410)
Forfeited
(938,898)
Nonvested at June 30, 2026
4,268,473 
At June 30, 2026, the total unrecognized compensation cost related to outstanding RSUs under the Equity Plan was $19.5 of which the Company expects to recognize over a weighted-average period of 5.9 years.
CompoSecure Performance Based Stock Units Activity
PSUs granted to certain key CompoSecure employees under the Equity Plan ("CompoSecure PSUs") vest upon the achievement of specified performance conditions and continued service through the applicable vesting date. Compensation expense is recognized when achievement of the performance conditions is deemed probable. No CompoSecure PSUs were granted during the six months ended June 30, 2026.
There is no unrecognized compensation cost related to outstanding CompoSecure PSUs as of June 30, 2026.
Stock Options
During the six months ended June 30, 2026, the Company granted stock options of which the fair value was estimated on the respective grant date using the Black‑Scholes option‑pricing model.
The weighted average assumptions utilized to calculate the value of the options granted for the six months ended June 30, 2026 were as below:
Six Months Ended June 30, 2026
Expected term
6.25 years
Volatility
30.49%
Risk-free rate
3.74%
Expected dividend yield
0.04%
Weighted average grant date fair value
$8.22
During the six months ended June 30, 2026, the Company updated certain valuation assumptions, including expected volatility, to reflect a revised peer group used for benchmarking purposes. Management believes these assumptions more accurately reflect the Company’s business profile and capital structure at the respective grant date.
The following table sets forth the options activity under the Equity Plan for the six months ended June 30, 2026.
Number of Shares
Weighted Average Exercise Price Per Share
Outstanding at January 1, 2026
2,799,169 
$
11.65 
Granted
4,157,878 
$
21.72 
Exercised
(215,000)
$
3.69 
Cancelled
— 
$
— 
Outstanding at June 30, 2026
6,742,047 
$
18.08 
Unrecognized compensation expense for options was $33.0 as of June 30, 2026 and is expected to be recognized over a remaining term of 3.3 years.
Husky Special Long Term Incentive Program.

    In connection with the Husky Transaction, the Company established a special long-term performance incentive program under the Equity Plan (such program, the “Husky LTIP”). The Husky LTIP is designed to incentivize certain key Husky employees to achieve multi-year goals for the business and to promote long-term retention of business leaders in order to achieve such goals.

Participants under the program are granted special performance awards with target dollar values based on their target annual bonus, subject to the achievement of the following annual Husky Adjusted EBITDA (as defined below) performance goals for Husky over a four-year period:

2026 (target Husky Adjusted EBITDA of $500.0),
2027 (target Husky Adjusted EBITDA of $575.0),
2028 (target Husky Adjusted EBITDA of $660.0), and
2029 (target Husky Adjusted EBITDA of $760.0).

The Husky Adjusted EBITDA targets are calculated in accordance with U.S. GAAP as derived from the audited financial statements of the Company, without taking into account management fees paid by Husky to Resolute Holdings but reduced by the aggregate cost of the Husky LTIP awards.

An additional 20% of the target award value for an applicable year will be earned for every $10.0 by which Husky Adjusted EBITDA exceeds the applicable year’s target Husky Adjusted EBITDA. If performance goals are not achieved for an applicable year, no amounts will be earned for such year. Following the end of 2029, the aggregate earned portions of the awards will be converted into restricted stock units based on the closing price of the
Company’s Class A Common Stock on the first trading day following the Company’s earnings release for fiscal year 2029. The restricted stock units will vest on March 31, 2030, subject to the participant’s continued employment through such date. The awards will otherwise have the terms and conditions set forth in the applicable award agreement.
As of June 30, 2026, management determined that the 2026 performance condition was not probable of achievement. Accordingly, previously recognized stock-based compensation expense related to the 2026 award was reversed. In addition, no compensation cost has been recognized related to the 2027, 2028, and 2029 performance conditions, as insufficient information exists to assess the probability of achievement of the related performance conditions as of June 30, 2026.