RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | 20. RELATED PARTY TRANSACTIONS In connection with the completion of the Spin-Off, Resolute Holdings entered into several arrangements, including (1) a Separation and Distribution Agreement with GPGI (the “SDA”), pursuant to which GPGI delivered shares of Resolute Holdings’ common stock to effectuate the Spin-Off and which establishes certain rights and obligations between Resolute Holdings and GPGI Holdings following the Spin-Off, including procedures with respect to claims subject to indemnification, the exchange of information between Resolute Holdings and GPGI Holdings, and tax and other matters, (2) a Letter Agreement with GPGI (the “Letter Agreement”) governing the delegation of authority by the GPGI board of directors to Resolute Holdings to approve issuances of GPGI equity for M&A and equity awards, and certain related matters, coterminous with the CompoSecure Management Agreement, (3) a Registration Rights Agreement with Resolute Compo Holdings LLC, providing for the registration under applicable federal or state securities laws of shares of Resolute Holdings’ common stock held by Resolute Compo Holdings LLC and its permitted transferees, and governing certain related matters, and (4) a Tax Sharing Agreement with GPGI, governing the rights, responsibilities and obligations of GPGI and Resolute Holdings after the Spin-Off with respect to certain state and local tax matters. Additionally, upon the completion of the Spin-Off, Roger Fradin resigned from the board of directors of GPGI for personal reasons and not as a result of any disagreement with management or any matter relating to GPGI’s operations, policies or practices. In connection with Mr. Fradin’s resignation, GPGI entered into a Board Adviser Agreement with Fradin Consulting LLC (“Fradin Consulting”) and Resolute Holdings (the “Board Adviser Agreement”), pursuant to which, Mr. Fradin, as the representative of Fradin Consulting, will provide advisory services to the board of directors of GPGI for a period of 12 months (subject to automatic renewal for 12 month periods) in exchange for which Fradin Consulting will receive an annual cash retainer fee of $0.1, payable quarterly in arrears, and Mr. Fradin, on behalf of Fradin Consulting, will be granted an annual award of options to purchase shares of GPGI Class A Common Stock with a fair market value, as defined in the Third Amended and Restated GPGI, Inc. Non-Employee Director Compensation Policy, of $0.2. The foregoing summary descriptions of the SDA, the Letter Agreement, the Registration Rights Agreement, the Tax Sharing Agreement and the Board Adviser Agreement are not complete and are qualified by reference to the full text of the agreements. For additional information, see Note 18 to the 2025 Annual Report. Certain Contractors of GPGI subject to the Contractor Agreements are also employees of the Company. In exchange for the Contractor Services, the Contractors shall be eligible to receive grants of restricted stock units or stock options or other equity incentive awards as determined by GPGI and shall remain eligible to vest in any equity incentive awards previously granted to the Contractors by GPGI. Grants made under the Contractor Agreements are included in the disclosures in Note 5. The Company has entered into an agreement with SRM Equity Partners, LLC (“SRM”) pursuant to which SRM provides certain services to the Company, including executive administration services and office space for use by Mr. David Cote. Mr. John Cote is the managing member of SRM. The Company recognized $0.1 and $0.2 during the three and six months ended June 30, 2026 in selling, general, and administrative expense. GPGI is the sole member of GPGI Holdings. In accordance with the Third Amended and Restated Limited Liability Company Agreement of GPGI Holdings, GPGI from time to time receives distributions from and makes contributions to GPGI Holdings and GPGI Holdings from time to time will pay expenses on behalf of GPGI. There was $2,120.3 of cash contributions and $1,143.0 of equity contributions to GPGI Holdings from GPGI during the six months ended June 30, 2026 primarily related to the Husky Transaction. GPGI Holdings made $131.7 of cash distributions to GPGI during the six months ended June 30, 2026. |