SCHEDULE: CompoSecure Major Holders Update Beneficial Ownership

An amendment to Schedule 13D details updated beneficial ownership percentages for key entities and individuals in CompoSecure, Inc. as of January 12, 2026.

Summary

• Resolute Compo Holdings LLC, C 323 Holdings, LLC, Tungsten 2024 LLC, Thomas Knott, and John Cote have updated their beneficial ownership in CompoSecure, Inc.
• As of January 12, 2026, 289,415,409 shares of Class A Common Stock were outstanding.
• John Cote is the largest beneficial owner among the reporting persons, with 51,683,967 shares, representing 17.9% of the Class A Common Stock.
• Thomas Knott beneficially owns 50,415,127 shares, or 17.4% of the Class A Common Stock.
• Tungsten 2024 LLC beneficially owns 50,170,372 shares, or 17.3% of the Class A Common Stock.
• Resolute Compo Holdings LLC and C 323 Holdings, LLC each beneficially own 49,290,409 shares, or 17.0% of the Class A Common Stock.
• The ownership structure involves complex interrelationships where multiple parties share beneficial ownership due to managing member and non-managing member roles within the holding entities.
• The filing clarifies voting and dispositive powers, noting Tungsten 2024 LLC's right to vote and dispose of Resolute Compo Holdings' shares, subject to C 323 Holdings' consultation rights.
• The reported beneficial ownership excludes 2,000,000 shares held by Michele D. Logan and 618,013 shares by CompoSecure Employee, L.L.C., which are subject to voting agreements in favor of Resolute Compo Holdings nominees.

Sentiment

Score: 6

Explanation: The filing provides clarity on significant ownership stakes and their interrelationships, which can be positive for transparency. However, the high concentration of ownership and complex governance structure among these parties could be viewed with caution by some investors, leading to a neutral-to-slightly positive score.

Positives

• Increased transparency regarding the complex beneficial ownership structure of significant shareholders.
• The stability of a large, aligned shareholder group, potentially indicating long-term commitment to the company.

Negatives

• Concentrated ownership among a few entities and individuals could lead to significant influence over corporate decisions, potentially limiting the influence of other shareholders.
• The intricate web of shared beneficial ownership and consultation rights could introduce complexity in governance.

Risks

• Concentrated Ownership: A significant portion of voting power is concentrated among a few related entities and individuals, which could allow them to exert substantial influence over corporate actions, including election of directors and major transactions, potentially to the detriment of minority shareholders.
• Governance Complexity: The described shared voting and dispositive powers, along with consultation rights, could lead to complex decision-making processes within the controlling group.
• Potential for Conflicts of Interest: With key individuals holding multiple roles across the reporting entities, there is a potential for conflicts of interest in decisions affecting CompoSecure, Inc.

Future Outlook

This filing primarily details current beneficial ownership and does not provide specific forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing is an update on the ownership structure of CompoSecure, Inc. and does not directly relate to broader industry trends or competitive landscape. It reflects internal shareholder dynamics rather than market-wide developments.

Corporate Governance

Related Party Transactions

• The beneficial ownership structure itself involves related parties (Resolute Compo Holdings, C 323 Holdings, Tungsten 2024 LLC, Thomas Knott, and John Cote) who share voting and dispositive power over significant blocks of shares.
• Voting agreements exist where Michele D. Logan and CompoSecure Employee, L.L.C. have agreed to vote their shares in favor of Resolute Compo Holdings nominees for the Issuer's board of directors, indicating a coordinated effort among certain stakeholders.

Stakeholder Impact

• Shareholders: The concentration of ownership among a few entities and individuals means these parties will have significant influence over major corporate decisions, potentially impacting the voting power and influence of other shareholders. The voting agreements further solidify this influence.
• Management: The clarified governance structure within the major shareholder group defines who holds ultimate voting and dispositive power, which can influence management's strategic decisions and board composition.

Key Dates

Recommendation

This filing is an amendment to a Schedule 13D, primarily providing updated beneficial ownership percentages and clarifying the complex interrelationships and voting powers among a group of significant shareholders. It does not introduce new financial performance data, strategic initiatives, or material events that would fundamentally alter the investment thesis for CompoSecure, Inc. While the concentration of ownership is notable, it is a clarification of an existing structure rather than a new development. Therefore, a 'hold' recommendation is appropriate as the filing does not present a compelling reason to buy or sell based solely on this information.

Keywords

CompoSecure, Schedule 13D, Beneficial Ownership, Shareholder, Corporate Governance, Voting Rights, Thomas Knott, John Cote, Resolute Compo Holdings, Tungsten 2024, C 323 Holdings, Class A Common Stock