Resolute Holdings ManagementNYSE: RHLD

Resolute Holdings Reports Fourth Quarter and Full Year 2025 Results

· Issued by Resolute Holdings Management via GlobeNewswire

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, 2025

Management 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

Non-GAAP Financials Best Reflect Underlying Entity Structure and Unique Earnings Streams

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
info@resoluteholdings.com

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

Consolidated

ASSETS

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


A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/b15feec3-368e-4d8b-ae08-7dae2faa79bc

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