GPGI Filings — Gpgi, Inc.

GPGI Filings — Gpgi, Inc. - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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Management's Discussion and Analysis

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company's audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026 (the "2025 Annual Report"). In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q, the 2025 Annual Report and the Company's other filings with the SEC. Overview GPGI, Inc. ("GPGI," and together with its subsidiaries as the context requires, the "Company," "we," "us," or "our"), through its wholly owned subsidiary, GPGI Holdings L.L.C. ("GPGI Holdings"), is a permanent capital platform designed to acquire, operate, and scale high‑quality businesses across attractive end markets, consistent with its philosophy of building great positions in good industries. Beginning February 28, 2025, the Company deconsolidated GPGI Holdings as a result of the spin‑off of Resolute Holdings Management, Inc. ("Resolute Holdings") (the "Spin-Off") and execution of the CompoSecure Management Agreement, as defined below. From that date, GPGI Holdings is accounted for under the equity method. Unless expressly stated, references to operating results, customers, products, debt and market risks pertain to GPGI Holdings; the Company’s results primarily reflect corporate‑level items (e.g., public company costs, transaction expenses, fair‑value changes, taxes, etc.) and earnings in equity method investment of GPGI Holdings. Prior to the Husky Transaction, as defined below, the Company’s business consisted solely of the operations of CompoSecure, L.L.C. and its subsidiaries (collectively, "CompoSecure"). CompoSecure, founded in 2000, and headquartered in Somerset, New Jersey is the global leader in the design and manufacturing of premium metal payment cards and secure authentication solutions. The company pioneered the use of metal in payment cards dating back to 2003 and combines industry-leading innovation, advanced materials science, and proprietary manufacturing processes to deliver highly differentiated products to its customers. CompoSecure’s metal payment cards integrate a metal core with EMV® (acronym representing Europay, Mastercard, and Visa) chips, magnetic stripes, and contactless payment technology, while meeting stringent certification requirements from global payment networks. CompoSecure’s metal cards deliver a distinctive weight, a premium aesthetic, and enhanced durability for consumers, while its issuer customers benefit from the ability to attract higher-value consumers, reduce cardholder churn, and unlock higher customer spend relative to traditional plastic cards. Husky Holdings LLC (together with its subsidiaries, "Husky"), a wholly owned subsidiary of GPGI Holdings, founded in 1953, and headquartered in Bolton, Ontario, Canada, is the leading global manufacturer of highly engineered injection molding equipment and aftermarket tooling and services. Husky has focused on developing highly technical precision technologies instrumental in the delivery of food, beverages, medical devices, and other applications including general packaging and closures, thinwall packaging, and consumer products. Husky delivers its integrated capabilities through a combination of systems, tooling, and aftermarket parts and services to create value for customers throughout the entire lifecycle of its solutions. Husky is not consolidated by the Company and is accounted for as an equity method investment of GPGI Holdings. Accordingly, the Company’s consolidated financial statements reflect its indirect interest in Husky through its equity method investment in GPGI Holdings. On February 28, 2025, the Company completed the Spin-Off of Resolute Holdings. In connection with the Spin-Off, GPGI Holdings entered into a management agreement (the "CompoSecure Management Agreement"), pursuant to which Resolute Holdings provides management and other related services to GPGI Holdings in exchange for payment of quarterly management fees, payable in arrears, in a cash amount equal to 2.5% of GPGI Holdings' last twelve-months' Adjusted EBITDA as defined in the CompoSecure Management Agreement, measured for the period ending on the fiscal quarter then ended (“CompoSecure Management Agreement Adjusted EBITDA”). CompoSecure Management Agreement Adjusted EBITDA reflects (a) GPGI Holdings’ earnings before interest, taxes, depreciation, depletion and amortization, extraordinary losses and expenses, one-time and non- 31 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) recurring expenses, and the CompoSecure Management Fee, less (b) GPGI’s selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense” as defined in the CompoSecure Management Agreement). CompoSecure Management Agreement Adjusted EBITDA is calculated without duplication of Husky Management Agreement Adjusted EBITDA (as defined below) and its share of Parent Allocated Expense. GPGI Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of GPGI Holdings other than those expenses related to Resolute Holdings' or its affiliates' personnel who provide services to GPGI Holdings under the CompoSecure Management Agreement. Resolute Holdings determines, in its sole and absolute discretion, whether a cost or expense will be borne by Resolute Holdings or by GPGI Holdings. Historically, the Company operated and controlled the business and affairs of GPGI Holdings by virtue of its control of the board of managers of GPGI Holdings, and thus the financial results of GPGI Holdings were consolidated into the financial statements of the Company. As of and subsequent to the Spin-Off, and as a result of the execution of the CompoSecure Management Agreement, control of GPGI Holdings transferred to Resolute Holdings and the Company no longer consolidates GPGI Holdings. For periods subsequent to the completion of the Spin-Off, GPGI Holdings is treated as a variable interest entity and the results of operations of GPGI Holdings and its subsidiaries are no longer consolidated in the financial statements of the Company; rather, such results are consolidated in the financial statements of Resolute Holdings, and the Company accounts for the results of GPGI Holdings and its subsidiaries (including the CompoSecure and Husky businesses) using the equity method of accounting, with the Company’s statement of operations reflecting the Company’s share of earnings of GPGI Holdings as earnings from an equity method investment, and the Company’s consolidated balance sheets reflect its carrying value in GPGI Holdings as an equity method investment. On November 2, 2025, GPGI entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC (“Platinum Equity”) pursuant to which GPGI, through GPGI Holdings, would combine with Husky Technologies Limited for an enterprise value of approximately $4.976 financed with debt, cash, and shares of GPGI’s Class A Common Stock (“Husky Transaction”). On January 12, 2026, the Company completed the business combination ("Husky Transaction Date"). In connection with the completion of the Husky Transaction, Husky entered into a management agreement (the "Husky Management Agreement") with Resolute Holdings, the terms of which are substantially identical to the terms of the CompoSecure Management Agreement. Under the Husky Management Agreement, Resolute Holdings is responsible for managing the day-to-day business and operations, and overseeing the strategy of, Husky Holdings and its subsidiaries, and receives a quarterly management fee equal to 2.5% of the trailing twelve‑month Adjusted EBITDA as defined in the Husky Management Agreement of the Husky business ("Husky Management Agreement Adjusted EBITDA"), without duplication of any amounts payable under the CompoSecure Management Agreement. Consistent with the CompoSecure Management Agreement, the Husky Management Agreement includes an initial 10‑year term with automatic 10‑year renewal periods, reflecting the long‑term operating partnership established at closing. Subsequent to the completion of the Husky Transaction, CompoSecure, Inc. rebranded to GPGI, Inc., and CompoSecure Holdings, L.L.C. rebranded to GPGI Holdings, L.L.C. Beginning January 23, 2026, the Company’s Class A Common Stock continued trading on the New York Stock Exchange, under the new ticker symbol “GPGI.” On January 14, 2026, following completion of the Husky Transaction, GPGI Holdings refinanced approximately $2,100 of total indebtedness that was assumed in the Husky Transaction. The refinancing included the issuance of $900 of 5.625% senior secured notes due 2033, and the establishment of a new $1,200 term loan facility maturing in 2033, and $400 of revolving credit commitments maturing in 2031. The proceeds from these new debt instruments were used to refinance Husky’s existing indebtedness and to pay related fees, costs, premiums, and expenses incurred in connection with the recapitalization of the Company’s capital structure. Economic Conditions Economic tensions and changes in international trade policies, including new tariffs introduced by the U.S. last year, as well as ongoing geopolitical instability in certain regions, including the Middle East, have in the past impacted and could in the future impact the market for our products and services. In particular, a portion of the raw materials used by us to manufacture our products are obtained, directly or indirectly, from companies located outside 32 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) of the United States, and disruptions arising from geopolitical conflicts or heightened tensions in the Middle East have in the past and could in the future further affect global supply chains, transportation routes, or input costs. Additionally, a significant downturn in the domestic or global economy has in the past and may in the future cause our existing customers to pause or delay orders and prospective customers to defer new projects. Together, these circumstances create an environment in which it is challenging for us to predict future operating results. If these uncertain business, macroeconomic, trade, or political conditions continue or further deteriorate, our business, financial condition, and results of operations could be materially adversely affected. Key Components of Results of Operations Overview Following the Spin‑Off on February 28, 2025, the Company no longer consolidates GPGI Holdings and instead accounts for its investment in GPGI Holdings under the equity method. The components of results of operations presented below primarily relate to the operations of GPGI Holdings prior to the Spin-Off when the Company consolidated GPGI Holdings' operating results. Subsequent to the Spin‑Off, GPGI, Inc.’s activities have been limited primarily to non‑revenue‑generating functions, including maintaining its stock market listing, compliance with public company reporting obligations, obligations under the tax receivable agreement ("TRA"), warrant liability remeasurement, earnout consideration, transaction expenses, and income recognized from its equity method investment. Husky’s results of operations have been included in GPGI Holdings' results from the Husky Transaction Date through June 30, 2026 as an equity method investment in GPGI Holdings. Husky’s results are not included in the results of operations for the three and six months ended June 30, 2025, or prior to the completion of the Husky Transaction (January 1, 2026 through January 11, 2026, inclusive) which limits comparability between periods. Net Sales Net sales reflect the Company’s revenue generated primarily from the sale of its products. The Company's two businesses, (1) CompoSecure and (2) Husky, which are equity method accounted, primarily sell products from the manufacture and delivery of: metal payment cards, high‑security documents, pre‑laminated materials, injection molding machines, molds, hot runners, temperature controllers, auxiliary equipment, and related aftermarket products; the design and manufacture of medical molds; service offerings including startup, testing, installation, training, ongoing monitoring of machines, and extended protection plans; and direct‑to‑consumer sales of Arculus key cards through third‑party e‑commerce platforms. Net sales include the effect of discounts and allowances which consist primarily of volume-based rebates. Cost of Sales The Company’s cost of sales associated with CompoSecure and Husky, which are equity method accounted, include the direct and indirect costs related to manufacturing products and providing related services. Product costs include the cost of raw materials and supplies, including various metals, purchased components such as cabinets, EMV® chips, holograms, adhesives, magnetic stripes, and NFC assemblies; the cost of labor; equipment and facilities; operational overhead; warranty; depreciation and amortization; leases and rental charges; shipping and handling; and freight and insurance costs. Cost of sales can be impacted by many factors, including volume, operational efficiencies, procurement costs, and promotional activity. Gross Profit and Gross Margin The Company’s gross profit represents its net sales less cost of sales, and its gross margin represents gross profit as a percentage of its net sales. Operating Expenses The Company’s operating expenses are comprised of selling, general, and administrative expenses, which generally consist of personnel-related expenses for its corporate, executive, finance, information technology, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, sales and marketing. Research and development of new products and technologies are costs of both CompoSecure and Husky, which are equity method accounted. 33 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) Income (loss) from Operations and Operating Margin Income (loss) from operations consists of the Company’s gross profit less its operating expenses. Operating margin is income from the Company’s operations as a percentage of its net sales. Other Income (Expense), net Other income (expense) primarily consists of changes in fair value of warrant liability, earnout consideration liability, loss on remeasurement of the tax receivable agreement liability, and interest expense, net of any interest income. Earnings in Equity Method Investment The Company's earnings in equity method investment consists of the attributable share, currently 100%, of net income (loss) of GPGI Holdings. Net Income (Loss) Net income (loss) consists of the Company’s income (loss) from operations, less other expenses and income tax expense or benefit, plus earnings (losses) in equity method investment. Factors Affecting the Company’s Operating Results We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges. Please see the factors discussed elsewhere in this Quarterly Report on Form 10-Q, including those discussed in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information. Results of Operations Three Months Ended June 30, 2026 compared with Three Months Ended June 30, 2025 Reflecting the change to equity method accounting after the Spin-Off, the following table presents the Company’s results of operations for the periods indicated: Three Months Ended June 30, 2026 2025 $ Change % Change Net sales $ — $ — $ — 0.0 % Cost of sales — — — 0.0 % Gross profit — — — 0.0 % Operating expenses: Selling, general and administrative expenses 9.4 2.6 6.8 261.5 % Income (loss) from operations (9.4) (2.6) (6.8) 261.5 % Other income (expense), net (6.2) (64.2) 58.0 (90.3) % Income (loss) before income taxes (15.6) (66.8) 51.2 (76.6) % Income tax expense (1.2) 1.8 (3.0) (166.7) % Income (loss) before earnings in equity method investment (16.8) (65.0) 48.2 (74.2) % Earnings (losses) in equity method investment 67.1 38.9 28.2 72.5 % Net income (loss) $ 50.3 $ (26.1) $ 76.4 (292.7) % Three Months Ended June 30, 2026 2025 Gross margin 0.0 % 0.0 % Operating margin 0.0 % 0.0 % Net Sales 34 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) The Company’s net sales for the three months ended June 30, 2026 and 2025 were $— due to the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $473.2 of net sales for the three months ended June 30, 2026, which increased by $353.6, or 295.7% from $119.6 of net sales for the three months ended June 30, 2025. The increase was driven by the incremental revenues generated from the Husky business. Gross Profit and Gross Margin The Company’s gross profit and gross margin for the three months ended June 30, 2026 and 2025 were $— and —% due to the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $165.0 of gross profit for the three months ended June 30, 2026, compared to $68.8 of gross profit for the three months ended June 30, 2025. The increase was driven by the incremental gross profit generated from the Husky business. Operating Expenses The Company’s operating expenses for the three months ended June 30, 2026 increased $6.8, or 261.5%, to $9.4 compared to $2.6 for the three months ended June 30, 2025. The increase was driven primarily by higher stock-based compensation expense from independent contractors now being recognized by the Company after the loss of common control with Resolute Holdings subsequent to the Husky Transaction Date. GPGI Holdings incurred $139.0 of operating expenses for the three months ended June 30, 2026, compared to $27.8 of operating expenses for the three months ended June 30, 2025. The increase was driven by the incremental operating expenses associated with the Husky business. Income (Loss) from Operations and Operating Margin During the three months ended June 30, 2026, the Company had loss from operations of $9.4 compared to $2.6 for the three months ended June 30, 2025. The Company’s operating margin was 0.0% for the three months ended June 30, 2026 and June 30, 2025 due to the deconsolidation of GPGI Holdings on February 28, 2025. The decrease in income from operations was associated with an increase in selling, general and administrative expenses primarily due to professional fees and stock-based compensation expense. GPGI Holdings had an income from operations of $26.0 for the three months ended June 30, 2026 compared to an income from operations of $41.0 for the three months ended June 30, 2025. The decrease in income from operations was primarily driven by a $22.7 loss from operations associated with the Husky business. Other Income (Expense), net Other expenses for the three months ended June 30, 2026 was $6.2 as compared to other expenses of $64.2 for the three months ended June 30, 2025. The decrease in other expenses of $58.0 was due to the prior year revaluation of the warrant liability of $53.5 and liability associated with earnout consideration of $10.7 that were not repeated. GPGI Holdings had other income of $63.2 for the three months ended June 30, 2026 compared to other expenses of $2.1 for the three months ended June 30, 2025. The increase in other income was predominantly driven by a $96.2 gain on debt extinguishment recognized pursuant to a fair value measurement period adjustment on the debt assumed as part of the Husky Transaction. Earnings (Losses) in Equity Method Investment Beginning February 28, 2025, the Company recognizes its share of GPGI Holdings’ net income within "Earnings (losses) in equity method investment" which totaled earnings of $67.1 for the three months ended June 30, 2026 as compared to $38.9 for the three months ended June 30, 2025. The increase in earnings was primarily due to incremental earnings associated with a $96.2 gain on debt extinguishment. Refer to Note 3 in the unaudited condensed consolidated financial statements for the results of our equity method investment. Income Tax (Expense) Benefit The Company's income tax expense for the three months ended June 30, 2026 was $(1.2) compared to an income tax benefit of $1.8 for the three months ended June 30, 2025. Six Months Ended June 30, 2026 compared with Six Months Ended June 30, 2025 Reflecting the change to equity method accounting after the Spin-Off, the following table presents the Company’s results of operations for the periods indicated: 35 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) Six Months Ended June 30, 2026 2025 $ Change % Change Net sales $ — $ 59.8 $ (59.8) (100.0) % Cost of sales — 31.1 (31.1) (100.0) % Gross profit — 28.7 (28.7) (100.0) % Operating expenses: Selling, general and administrative expenses 65.0 25.3 39.7 156.9 % Income (loss) from operations (65.0) 3.4 (68.4) (2011.8) % Other income (expense), net (27.9) (36.5) 8.6 (23.6) % Income (loss) before income taxes (92.9) (33.1) (59.8) 180.7 % Income tax expense (4.8) (25.2) 20.4 (81.0) % Income (loss) before earnings in equity method investment (97.7) (58.3) (39.4) 67.6 % Earnings (losses) in equity method investment (87.0) 53.7 (140.7) (262.0) % Net income (loss) $ (184.7) $ (4.6) $ (180.1) 3915.2 % Six Months Ended June 30, 2026 2025 Gross margin 0.0 % 48.0 % Operating margin 0.0 % 5.7 % Net Sales The Company’s net sales for the six months ended June 30, 2026 decreased by $59.8, or 100.0%, to $0.0. The decrease was driven by the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $881.0 of net sales for the six months ended June 30, 2026, which increased by $657.5, or 294.2% from $223.5 of net sales for the six months ended June 30, 2025. The increase was driven by the incremental revenues generated by Husky from the Husky Transaction Date. Gross Profit and Gross Margin The Company’s gross profit for the six months ended June 30, 2026 decreased $28.7, or 100.0%, to $0.0, while the gross profit margin decreased from 48.0% to 0.0%. The decrease in gross profit was due to the deconsolidation of GPGI Holdings as a result of the Spin-Off on February 28, 2025. GPGI Holdings generated $320.6 of gross profit for the six months ended June 30, 2026, compared to $123.3 of gross profit for the six months ended June 30, 2025. The increase was driven by the incremental gross profit generated by Husky from the Husky Transaction Date. Operating Expenses The Company’s operating expenses for the six months ended June 30, 2026 increased $39.7 or 156.9%, to $65.0 compared to $25.3 for the six months ended June 30, 2025. The increase was driven primarily by higher stock-based compensation expense from independent contractors now being recognized by the Company after loss of common control with Resolute Holdings subsequent to the Husky Transaction Date and Husky Transaction costs of $49.8. GPGI Holdings incurred $309.0 of operating expenses for the six months ended June 30, 2026 compared to $55.7 of operating expenses for the six months ended June 30, 2025. The increase was driven by the incremental operating expenses associated with the Husky business of $247.3 from the Husky Transaction Date. Income (Loss) from Operations and Operating Margin During the six months ended June 30, 2026, the Company had a loss from operations of $65.0 compared to income from operations of $3.4 for the six months ended June 30, 2025. The Company’s operating margin for the six months ended June 30, 2026 decreased to 0.0% compared to 5.7% for the six months ended June 30, 2025 . The decrease in income from operations and operating margin was driven by the deconsolidation of GPGI Holdings as a result of the Spin-Off on February 28, 2025. GPGI Holdings had a gain from operations of $11.6 for the six months 36 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) ended June 30, 2026 compared to a gain from operations of $67.6 for the six months ended June 30, 2025. The decrease in income from operations was primarily driven by a $79.0 loss from operations from the Husky business. Other Income (Expense), net Other expenses for the six months ended June 30, 2026 was $27.9 as compared to other expenses of $36.5 for the six months ended June 30, 2025. The decrease in other expenses of $8.6 primarily relates to the loss on remeasurement of the tax receivable agreement liability of $28.1 for the six months ended June 30, 2026 as compared to the revaluation of the warranty liability of $35.6 for the six months ended June 30, 2025. GPGI Holdings had other expenses of $73.3 for the six months ended June 30, 2026 compared to other expenses of $4.5 for the six months ended June 30, 2025. The increase was largely driven by higher interest expense of $62.5. Earnings (Losses) in Equity Method Investment The Company recognizes its share of GPGI Holdings’ net income (loss) within "Earnings (losses) in equity method investment" which totaled a loss of $87.0 for the six months ended June 30, 2026 as compared to earnings of $53.7 for the period from the Spin-Off date of February 28, 2025 to June 30, 2025. The decline in earnings was due to the impact of the Husky Transaction. Refer to Note 3 in the unaudited condensed consolidated financial statements for the results of our equity method investment. Income Tax (Expense) Benefit The Company's income tax expense for the six months ended June 30, 2026 was $(4.8) compared to $(25.2) for the six months ended June 30, 2025. Use of Non-GAAP Financial Measures This Form 10-Q 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. The Company believes Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per Share ("Adjusted EPS") are useful to investors in evaluating the Company’s financial performance. The Company uses these non-GAAP measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and measure incentive compensation. We believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. We believe Adjusted EBITDA provides valuable insight into operational efficiency independent of capital structure and tax environment; Adjusted Net Income and Adjusted EPS offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items. Additionally, the Company’s debt agreements contain covenants based on variations of these measures for purposes of determining debt covenant compliance. The Company believes that investors should have access to the same set of tools that its management uses in analyzing operating results. Adjusted EBITDA and Adjusted EPS should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from Adjusted EBITDA and Adjusted EPS are significant components in understanding and assessing the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity. These non-GAAP measures may be different from similarly titled non-GAAP measures used by other companies. The following unaudited table presents the reconciliation of net income (loss) to Adjusted EBITDA for the three months ended June 30, 2026 and June 30, 2025, respectively. 37 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) Three Months Ended June 30, 2026 2025 Net income (loss) 50.3 (26.1) Add: Depreciation and amortization(5) 64.3 2.3 Income tax expense (benefit) 23.3 (1.8) Interest expense, net(1) 33.0 2.1 EBITDA 170.9 (23.5) Stock-based compensation 6.1 5.1 Mark to market adjustments, net(2) — 64.1 Husky Transaction costs(3) 1.3 — (Gain) on debt extinguishment(6) (96.2) — Loss on remeasurement of TRA liability 6.2 — Foreign exchange (gain) loss (1.9) — Severance costs 3.6 — Loss on disposal of assets 0.3 — Fair value inventory step-up(6) 23.6 — Spin-Off costs(4) — 0.6 Adjusted EBITDA $ 113.9 $ 46.3 (1) Includes amortization of deferred financing costs for the three months ended June 30, 2026 and June 30, 2025. (2) Includes the changes in fair value of warrant liability and earnout liability for the three months ended June 30, 2025. (3) Husky Transaction costs for the three months ended June 30, 2026 primarily include advisory, legal and other professional fees incurred in connection with the Husky Transaction. (4) Spin-Off costs for the three months ended June 30, 2025 represent expenses incurred in connection with the Spin-Off completed on February 28, 2025. (5) Depreciation and amortization includes $50.3 of acquisition‑related fair value step‑ups related to the Husky Transaction for the three months ended June 30, 2026. (6) There were measurement period adjustments reflected in the condensed consolidated statements of operations in the current period related to the Husky Transaction. The following unaudited table presents the reconciliation of net income (loss) to Adjusted EBITDA for the six months ended June 30, 2026 and June 30, 2025, respectively. 38 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) Six Months Ended June 30, 2026 2025 Net income (loss) (184.7) (4.6) Add: Depreciation and amortization(5) 123.6 4.9 Income tax expense (benefit) 30.1 25.2 Interest expense, net(1) 62.5 4.3 EBITDA 31.5 29.8 Stock-based compensation 10.1 10.8 Mark to market adjustments, net(2) — 35.0 Husky Transaction costs(3) 94.2 — (Gain) on debt extinguishment(6) 10.6 — Loss on remeasurement of TRA liability 28.1 — Foreign exchange (gain) loss (4.2) — Severance costs 4.1 — Loss on disposal of assets 0.9 — Fair value inventory step-up(6) 23.6 — Spin-Off costs(4) — 5.5 Adjusted EBITDA $ 198.9 $ 81.1 (1) Includes amortization of deferred financing costs for the six months ended June 30, 2026 and June 30, 2025. (2) Includes the changes in fair value of warrant liability and earnout liability for the six months ended June 30, 2025. (3) Husky Transaction costs for the six months ended June 30, 2026 primarily include advisory, legal and other professional fees incurred in connection with the Husky Transaction. (4) Spin-Off costs for the six months ended June 30, 2025 represent expenses incurred in connection with the Spin-Off completed on February 28, 2025. (5) Depreciation and amortization includes $97.1 of acquisition‑related fair value step‑ups related to the Husky Transaction for the six months ended June 30, 2026. (6) There were measurement period adjustments reflected in the condensed consolidated statements of operations in the current period related to the Husky Transaction. The following unaudited table presents the reconciliation of net income (loss) to Adjusted Net Income and Adjusted EPS for the periods indicated below. The presentation below does not include a full tax provision and applies a blended tax rate to its income before taxes and to all adjustments in aggregate. 39 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Basic: Net income (loss) $ 50.3 $ (26.1) $ (184.7) $ (4.6) Add: Provision for income taxes 23.3 (1.8) 30.1 25.2 Income (loss) before income taxes 73.6 (27.9) (154.6) 20.6 Add: Mark-to-market adjustments (1) — 64.1 — 35.0 Add: Stock-based compensation 6.1 5.1 10.1 10.8 Add: (Gain) loss on debt extinguishment (96.2) — 10.6 — Add: Husky Transaction costs 1.3 — 94.2 — Add: Loss on remeasurement of TRA liability 6.2 — 28.1 — Add: Foreign exchange (gain) loss (1.9) — (4.2) — Add: Severance costs 3.6 — 4.1 — Add: Loss on disposal of assets 0.3 — 0.9 — Add: Spin-Off costs — 0.6 — 5.5 Add: Fair value inventory step-up 23.6 — 23.6 — Add: Purchase accounting amortization and depreciation 50.3 — 97.1 — Adjusted net income (loss) before tax 66.9 41.9 109.9 71.9 Income tax expense (2) 16.1 13.5 26.4 14.7 Adjusted net income: basic $ 50.8 $ 28.4 $ 83.5 $ 57.2 Common shares outstanding used in computing adjusted net income per share, basic: Class A common shares 289,863,943 102,321,754 279,983,642 102,181,462 Adjusted EPS - basic $ 0.18 $ 0.28 $ 0.30 $ 0.56 Diluted: Adjusted net income - diluted $ 50.8 $ 28.4 $ 83.5 $ 57.2 Adjusted net income used in computing net income per share, diluted 50.8 28.4 83.5 57.2 Common shares outstanding used in computing adjusted net income per share, diluted: — — Warrants (3) — 9,878,000 — 9,878,000 Equity awards 2,486,887 2,694,000 3,440,824 3,113,000 Total shares outstanding used in computing net income per share - diluted 292,350,830 114,893,754 283,424,466 115,172,462 Adjusted EPS - diluted $ 0.17 $ 0.25 $ 0.29 $ 0.50 (1) Includes the changes in fair value of warrant liability and earnout liability for three and six months ended June 30, 2025. (2) Reflects current and deferred income tax expenses. For the three and six months ended June 30, 2025 it was calculated using the Company's blended tax rate. For the three and six months ended June 30, 2026, it was calculated by applying the Company's assumed effective tax rate. (3) Treasury stock method utilized a valuation at fair market value of $14.47 for the three and six months ended June 30, 2025. Critical Accounting Policies and Estimates Critical accounting policies are detailed in the 2025 Annual Report and reference is made to Note 2 of the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for critical accounting policies adopted since the 2025 Annual Report. 40 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) Recently Adopted Accounting Policies Reference is made to Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) in Item 1, “Financial Statements,” for information concerning recent accounting pronouncements since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Liquidity and Capital Resources GPGI's primary sources of liquidity are its existing cash and cash equivalents balances funding from its wholly owned subsidiary, GPGI Holdings, which are treated as distributions from GPGI Holdings to the Company, and potential proceeds from the sale of stock. The Company’s primary cash requirements include operating expenses relating primarily to public company expenses such as directors and officers insurance, professional fees, stock exchange listing fees, transaction expenses, and TRA distributions. GPGI Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and debt borrowings. GPGI Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment). As of June 30, 2026, GPGI, Inc. had cash and cash equivalents of $7.7 and debt principal of $0.0, and GPGI Holdings had cash and cash equivalents of $107.1, and total debt principal outstanding of $2,115.0. As of December 31, 2025, GPGI, Inc. had cash and cash equivalents of $114.6 and debt principal of $0.0, and GPGI Holdings had cash and cash equivalents of $157.0, investment in US treasury bills of $41.0 and total debt principal outstanding of $186.3. The decrease in cash and cash equivalents of GPGI was due to the investment in GPGI Holdings to partially fund the Husky Transaction. The decrease in cash and cash equivalents and short-term investments at GPGI Holdings and the increase in debt was as a result of funding the Husky Transaction. The Company believes that available cash and cash equivalents as of June 30, 2026 of $7.7 are sufficient to meet the liquidity needs of the Company. The Company anticipates that to the extent that the Company, including GPGI Holdings, requires additional liquidity, it will be funded through borrowings on GPGI Holdings' revolving credit facility, the incurrence of other indebtedness, or a combination thereof and/or offering of the Company's equity or debt securities in capital markets. The Company cannot be assured that GPGI, Inc. or GPGI Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of GPGI, Inc. and GPGI Holdings and their ability to meet their obligations and their capital requirements are also dependent on the future financial performance of GPGI Holdings, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, we cannot be assured that GPGI Holdings will generate sufficient cash flows from operations or that future capital will be available from additional indebtedness or other sources to meet the liquidity needs of GPGI, Inc. and GPGI Holdings. We have announced plans to use acquisitions as part of our growth strategy. As we pursue acquisitions, GPGI, Inc. and/or GPGI Holdings may incur additional equity or debt to complete such acquisitions. On November 3, 2025, the Company called for redemption all of its issued and outstanding redeemable warrants. During the year ended December 31, 2025, the Company received $156.2 of cash and issued 21,192,626 shares in connection with exercises of the warrants by the holders thereof. As of June 30, 2026 and December 31, 2025, no warrants remained outstanding. In connection with the closing of the Husky Transaction, the Company repaid in full all outstanding obligations under GPGI Holdings' previously outstanding credit facility and terminated all related commitments. No early termination penalties or prepayment premiums were incurred in connection with the payoff. This repayment represents the removal of our prior revolving and term loan structure and the associated interest expense, covenants, and liquidity considerations that were in place as of December 31, 2025. Additional information is included in Note 19 of the Company's Consolidated Financial Statements included in Item 8 of the 2025 Annual Report. On January 14, 2026, following the completion of the Husky Transaction, GPGI Holdings completed a refinancing of approximately $2,100 of indebtedness that was assumed as part of the Husky Transaction (the "Refinancing Transactions"). The Refinancing Transactions included (i) the issuance of $900 of 5.625% senior secured notes due 2033 (the "Notes"), and the establishment of (ii) a new $1,200 term loan facility maturing in 2033 (the "New Term Loan"), and (iii) $400 of revolving credit commitments maturing in 2031 (the "New Revolving Facility"). Proceeds from these new debt instruments were used to refinance Husky’s existing indebtedness and to pay related fees, costs, premiums, and expenses incurred in connection with the recapitalization of the combined 41 GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share and per share data) Company’s capital structure. Additional information is included in Note 19 of the Company's Consolidated Financial Statements included in Item 8 of the 2025 Annual Report. These financing activities resulted in a significant modification of GPGI Holdings’ capital structure, extended its overall debt maturity profile, and increased available liquidity under the New Revolving Facility. As a result of the refinancing, the Company has a higher level of long‑term indebtedness, which is expected to result in increased cash interest payments during the year. However, the revised capital structure provides enhanced financial flexibility through longer‑dated maturities and a more scalable credit platform that supports the operations of GPGI Holdings following the Husky Transaction. The Company continues to evaluate its capital allocation priorities, including deleveraging GPGI Holdings’ balance sheet over time, managing working capital requirements of the larger post‑combination enterprise, and maintaining sufficient liquidity to fund integration activities, strategic investments, and ongoing operations. As of June 30, 2026, the Company believes it has adequate liquidity to meet its near‑term and long‑term obligations through cash on hand and distributions from GPGI Holdings, and available debt capacity under the New Revolving Facility, or other equity or debt sources as may be needed. Net Cash Provided by (Used in) Operating Cash used in the Company’s operating activities for the six months ended June 30, 2026 was $44.0 compared to cash provided of $3.0 during the six months ended June 30, 2025. The increase in cash used by operating activities of $47.0 was primarily attributable to transaction costs incurred for the Husky Transaction. Cash provided by operating activities for the six months ended June 30, 2025 primarily relate to cash provided by distributions from GPGI Holdings of $15.9. Net Cash Provided by (Used in) Investing Cash used in the Company’s investing activities for the six months ended June 30, 2026 was $2,008.8 compared to cash used of $60.7 during the six months ended June 30, 2025. The increase in cash used by investing activities of $1,948.1 was primarily due to the investment in GPGI Holdings for the Husky Transaction. Cash used in investing activities for the six months ended June 30, 2025 primarily relate to the GPGI Holdings cash deconsolidated of $50.3. Net Cash Provided by (Used in) Financing Cash provided by the Company’s financing activities for the six months ended June 30, 2026 was $1,945.9 compared to cash used for the six months ended June 30, 2025 of $15.0. The increase in cash provided by financing activities of $1,960.9 for the six months ended June 30, 2026 was substantially due to proceeds received from the issuance of the PIPE shares for the Husky Transaction of $1,962.0. Cash used by financing activities for the six months ended June 30, 2025 primarily relate to tax payments related to net share settlement of equity awards $15.3. Contractual Obligations A summary of the minimum contractual obligations of GPGI, Inc. relating to its material outstanding contractual commitments is included in Note 8 of our June 30, 2026 Condensed Consolidated Financial Statements. GPGI, Inc.'s long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. The Company did not have any material contractual obligations. Financing The Company is party to the GPGI Holdings Credit Facility and Senior Secured Notes with various banks. For more information on GPGI Holdings' historical debt, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 7 to the Company's financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 12, 2026. 42 GPGI, INC. Item 3. Quantitative and Qualitative Disclosures About Market Risk ($ amounts in millions, except share and per share data)

Risk Factors

Other than as described herein, there have been no material changes to the Risk Factors described in Part I Item 1A. “Risk Factors” in our 2025 Annual Report. Global economic conditions, including geopolitical conflict and instability, give rise to operating and market risk exposure. Economic conditions around the world, and in certain industries and geographic regions in which the Company does business, impact sales price and volume and the efficacy of the Company's supply chain. For example, long-term market uncertainty, economic impacts driven by trade policies and inflationary pressures, and higher input costs have reduced demand for the Company's products and have led to shipping and payment delays. Adverse economic conditions have also caused supply chain constraints. These factors have had and are continuing to have a negative impact on the Company's results of operations. Additionally, political conditions or tensions; war, invasion or conflict, including new and ongoing conflicts in the Middle East, such as the recent conflict between the United States, Israel and Iran, which began in February 2026 and has resulted in volatility and disruption of the global energy market and increased prices for raw materials, and the ongoing conflict between Russia and Ukraine; terrorism; epidemics; pandemics; or political instability in the geographic regions or industries in which the Company operates or sells its products, have created and could continue to create volatility in global demand and the timing of orders for the Company's products, and have disrupted and could continue to disrupt the supply chains, assets or operations of the Company and/or its joint ventures. The situation remains fluid and the ongoing conflicts may result in additional economic sanctions or other measures. These factors have had, and may continue to have, negative impacts on the Company’s financial condition, results of operations and cash flows. These impacts have included and may continue to include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on and availability of raw materials and energy; and heightened cybersecurity threats. The intensity and duration of conflicts in the Middle East, including the recent conflict between the United States, Israel and Iran, and the potential for the expansion of hostilities in the region, are difficult to predict and could further disrupt the Company's supply chains and operations, which could have a negative impact on the Company's results of operations. In addition, volatility and disruption of financial markets have limited and could continue to limit the ability of the Company’s customers and suppliers to obtain adequate financing to maintain operations, which could result in a decrease in sales volume and have a negative impact on the Company’s results of operations. If the Company fails to effectively manage such risks, it could have a negative impact on its results of operations. Prior Risk Factors Updated to Reflect Corporate Reincorporation Certain provisions in our articles of incorporation, bylaws and Nevada law may discourage takeovers and limit the power of our stockholders. Our articles of incorporation and bylaws contain provisions that could depress the trading price of our common stock by acting to discourage, delay or prevent a change of control of our Company or changes in our management that our stockholders may deem advantageous. In particular, our articles of incorporation and bylaws: •establish a classified board of directors so that not all members are elected at one time, which could delay the ability of stockholders to change the membership of a majority of our board of directors (our “Board”); •permit our Board to establish the number of directors and fill any vacancies (including vacancies resulting from an expansion in the size of our Board); •establish limitations on the removal of directors; •authorize the issuance of “blank check” preferred stock that our Board could use to implement a stockholder rights plan; •provide that our Board is expressly authorized to make, alter or repeal our bylaws; •restrict the forum for certain litigation against us to Nevada; 45 GPGI, INC. Part II. Other Information ($ amounts in millions, except share and per share data) •provide that stockholders may not act by written consent following the time when Resolute Compo Holdings LLC and Resolute ManCo Holdings LLC (either individually or collectively, and together with their respective affiliates and associates, and any other individual or entity that may be deemed for any purpose to be a beneficial owner or otherwise have or share beneficial ownership of any of the foregoing, and their respective successors and assigns (other than the Company and its subsidiaries), collectively, “Investor”) cease to beneficially own at least 40% of the shares of our outstanding common stock, which time we refer to as the “Trigger Date,” which would require stockholder action to be taken at an annual or special meeting of our stockholders; •prohibit stockholders from calling special meetings following the Trigger Date, which would delay the ability of our stockholders to force consideration of a proposal or to take action, including with respect to the removal of directors; and •establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. Sections 78.411 to 78.444 of the Nevada Revised Statutes (as amended, the “NRS”), inclusive (collectively, the “Nevada Combinations Statutes”), impose a moratorium of up to four years on a combination of a resident domestic corporation, which is a Nevada corporation that has 200 or more stockholders of record, with an interested stockholder, unless the combination is approved in a prescribed manner. An interested stockholder is a beneficial owner of 10% or more of the voting power of the resident domestic corporation or an affiliate or associate thereof who at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding shares of the resident domestic corporation. However, NRS 78.437 provides that the Nevada Combinations Statutes do not apply to an interested stockholder who, among other things, first became an interested stockholder on the date that the resident domestic corporation first became a resident domestic corporation solely as a result of the corporation becoming a resident domestic corporation. In connection with our reincorporation from Delaware to Nevada, our Board unanimously approved resolutions which provide that, to the fullest extent permitted by the Nevada Combinations Statutes, at such time, if any, that the Company becomes subject to the Nevada Combinations Statutes, the Nevada Combinations Statutes will not apply to Investor or restrict any combination with the Company in any way involving or relating to Investor. Any provision of our articles of incorporation, our bylaws or Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of common stock and could also affect the price that some investors are willing to pay for our common stock. Our articles of incorporation provide that certain courts in the State of Nevada or the federal district courts of the United States are the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. Our articles of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of the State of Nevada, in Clark County, Nevada (the “Eighth Judicial District Court”) is the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or controlling stockholder in such capacity to us or our stockholders, any action asserting a claim arising pursuant to NRS Title 7, our articles of incorporation or our bylaws, including any internal action (as defined in NRS 78.046) or any action asserting a claim governed by the internal affairs doctrine. However, if the Eighth Judicial District Court lacks jurisdiction over such action, the action may be brought in another court of the State of Nevada or, if no court of the State of Nevada has jurisdiction, then in the United States District Court for the District of Nevada. Additionally, our articles of incorporation states that the foregoing provision will not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”). The exclusive forum provisions will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions will not apply to 46 GPGI, INC. Part II. Other Information ($ amounts in millions, except share and per share data) suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. There is, however, uncertainty as to whether a court would enforce the exclusive forum provisions, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and, to the fullest extent permitted by law, to have consented to the provisions of our articles of incorporation described above. The choice of forum provision may result in increased costs for investors to bring a claim. Further, the choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, other employees or stockholders, which may discourage such lawsuits against us and our directors, officers, other employees or stockholders. The enforceability of similar forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings in Delaware; however, Nevada law expressly permits the articles of incorporation or bylaws of a corporation, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the U.S., to include such provisions. Our articles of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities that may prevent us from receiving the benefit of certain corporate opportunities. Under our articles of incorporation, neither Investor nor any of its affiliates, officers, directors, employees, agents, stockholders, members or partners will have any duty to refrain from engaging, directly or indirectly, in the same business activities, similar business activities or lines of business in which we or our managed companies operate. In addition, our articles of incorporation provides that, to the fullest extent permitted by law, no officer or director of ours who is also an officer, director, employee, agent, stockholder, member, partner or affiliate of Investor or their respective affiliates, instead of to us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee, agent, stockholder, member, partner or affiliate has directed to Investor or their respective affiliates. For example, certain directors of our Company who also serve as an officer, director, employee, agent, stockholder, member, partner or affiliate of Investor or its affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business or the businesses of GPGI Holdings, Husky Holdings or our other managed companies from time to time and, as a result, such acquisition or other opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by Investor to itself or its affiliates instead of to us. Our articles of incorporation include a jury trial waiver that could limit the ability of our stockholders to bring or demand a jury trial for internal actions. Our articles of incorporation provide that, to the fullest extent permitted by the NRS and not inconsistent with any applicable laws of the U.S., any and all internal actions to be tried in any court of the State of Nevada must be tried before the presiding judge as the trier of fact, and not before a jury. Our articles of incorporation further provide that this requirement operates as a waiver of the right of trial by jury by each party to any internal action to which such requirement applies. However, this requirement does not limit or otherwise affect our stockholders’ right to a jury trial in any action, suit or proceeding that is not an internal action. This waiver is expressly authorized by statute in an amendment to NRS 78.046 enacted in May 2025 pursuant to Assembly Bill No. 239 adopted by the Nevada legislature, but the enforceability of this waiver has not yet been adjudicated in a court of competent jurisdiction.

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GPGI

GPGI

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Management's Discussion and Analysis

Quantitative and Qualitative Disclosures About Market Risk

Legal Proceedings

Risk Factors