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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): February 3, 2026

 

GPGI, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-39687   85-2749902

(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)

 

CompoSecure, Inc.

(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 class   Trading
Symbol(s)		   Name of each exchange on
which registered
Class A Common stock, par value $0.0001 per share   GPGI   NYSE

 

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 8.01 Other Events

 

On February 3, 2026, GPGI, Inc., a Delaware corporation (the “Company”), issued a press release announcing that its Board of Directors has declared a cash dividend of $0.0025 per share of Class A common stock. The dividend is payable to the Company’s shareholders of record as of February 13, 2026, and is expected to be paid on February 27, 2026. A copy of the press release is attached to this report as Exhibit 99.1.

 

 

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

  

Description

99.1   Press release of GPGI, Inc., dated February 3, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 2 

 

 

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.

 

Date: February 3, 2026

 

 

GPGI, INC.

  
       
       

 By:

/s/ Thomas R. Knott

  
  Name: Thomas R. Knott  
  Title: Chief Investment Officer  

 

 

 

 3 

 

 

EXHIBIT 99.1

 

News Release  

 

GPGI, Inc. Declares Dividend

 

 

NEW YORK, N.Y., February 3, 2026 (GLOBE NEWSWIRE) – GPGI, Inc. (NYSE: GPGI) (the “Company” or “GPGI”), a diversified multi-industry compounder comprising companies with great positions in good industries, today announced its Board of Directors has declared a quarterly cash dividend of $0.0025 per share of the Company’s Class A common stock. The dividend represents an annual distribution of approximately $2.9 million.

GPGI’s capital allocation priorities remain focused on debt paydown and pursuing additional accretive acquisitions that meet the six pillars of our investment criteria.

The cash dividend will be payable on February 27, 2026, to shareholders of record of Class A common stock at the close of business on February 13, 2026.

About GPGI

GPGI, Inc. (NYSE: GPGI) is a diversified, multi-industry compounder comprising companies with great positions in good industries. The platform is managed by Resolute Holdings Management, Inc. (NYSE: RHLD) and is purpose-built to acquire, own, and scale high-quality businesses led by great operators, benefiting from a permanent capital base and the systematic deployment of the Resolute Operating System. GPGI currently consists of CompoSecure and Husky – two market leaders with best-in-class financials and durable opportunities for growth. For more information, please visit GPGI.com.

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 we believe that our plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we 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 our dividend policy, are forward-looking statements. In some instances, these statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “outlook” “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. We undertake no obligation 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.

 

GPGI Contact

ir@gpgi.com