President and CEO Wilk Jonathan covered exercise/tax liability with 731,443 shares, decreasing direct ownership by 25% to 2,697,647 units (SEC Form 4)
$CMPO
Finance: Consumer Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [ CMPO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/09/2025 | F | 169,439(1) | D | $19.4 | 3,450,281 | D | |||
| Class A Common Stock | 01/01/2026 | F | 208,690(2) | D | $19.28 | 3,241,591 | D | |||
| Class A Common Stock | 01/01/2026 | F | 129,449(3) | D | $19.28 | 3,112,142 | D | |||
| Class A Common Stock | 01/01/2026 | F | 174,753(4) | D | $19.28 | 2,937,389 | D | |||
| Class A Common Stock | 01/02/2026 | F | 49,112(5) | D | $19.28 | 2,697,647(6)(7)(8) | D | |||
| Class A Common Stock | 770,295 | I | By CompoSecure Employee LLC(8) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of performance-vesting restricted stock units ("RSUs") that vested on September 9, 2025, as adjusted in connection with the spin-off of Resolute Holdings Management, Inc. (the "Spin-Off"). These performance-based RSUs were originally granted on March 16, 2022 and vested over the applicable performance period based on the achievement of the provided performance targets, as set forth in the governing award agreement. |
| 2. Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 328,503 restricted stock units ("RSUs") that vested on January 1, 2026. These RSUs were originally granted on March 16, 2022 in the aggregate amount of 1,123,451 RSUs and were adjusted in connection with Spin-Off to include an additional 47,641 RSUs. |
| 3. Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 204,258 RSUs that vested on January 1, 2026. These RSUs were originally granted on March 8, 2023 in the aggregate amount of 523,903 RSUs and were adjusted in connection with the Spin-Off to include an additional 29,623 RSUs. |
| 4. Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 275,742 RSUs that vested on January 1, 2026. These RSUs were originally granted on March 15, 2024 in the aggregate amount of 707,258 RSUs and were adjusted in connection with the Spin-Off to include an additional 79,979 RSUs, for which the remaining 275,742 RSUs (the "2024 Unvested Time-Vesting RSUs") will continue to vest on January 1, 2027, subject to the reporting person's continued service as of the vesting date. |
| 5. Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of performance-vesting RSUs that vested on January 1, 2026, as adjusted in connection with the Spin-Off. These performance-based RSUs were originally granted on March 8, 2023 and vested over the applicable performance period based on the achievement of the provided performance targets, as set forth in the governing award agreement. |
| 6. Includes (A) 1,473,616 shares of Class A Common Stock owned by the reporting person, (B) 325,513 shares of Class A Common Stock underlying RSUs, which will vest in three equal installments on February 26, 2028, February 26, 2030 and February 26, 2032, and (C) 275,742 shares of Class A Common Stock underlying the 2024 Unvested Time-Vesting RSUs that will vest on January 1, 2027, subject in each case to the reporting person's continued service as of the applicable vesting date. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes. |
| 7. Includes 827,227 performance-vesting RSUs, as adjusted in connection with the Spin-Off, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the respective governing award agreement, subject in each case to the reporting person's continued service as of the vesting date of January 1, 2027. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes. |
| 8. The reported securities are held directly by CompoSecure Employee LLC, and the reporting person (the sole member of CompoSecure Employee LLC) may be deemed to have sole power to vote or dispose of these securities. The reporting person may be deemed the beneficial owner of the shares of Class A Common Stock held by CompoSecure Employee LLC because he is its sole member. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| /s/ Jonathan Wilk, by attorney-in-fact Steven J. Feder | 01/08/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||