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DEBT
9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
Credit Facility

On August 7, 2024, Holdings, together with its operating subsidiaries, entered into a Fourth Amended and Restated Credit Agreement with JPMC (the “ Holdings Credit Facility”). The Holdings Credit Facility had an initial maximum borrowing capacity of $330,000 comprised of a term loan of $200,000 (the “ Holdings Term Loan”) and a revolving credit facility of $130,000 (the “ Holdings Revolver”). The Holdings Credit Facility has a maturity date of August 7, 2029.
On December 30, 2024, Holdings, together with its operating subsidiaries, executed Amendment No. 1 to the Holdings Credit Facility (the "December 2024 Amendment") to allow the Company to facilitate the Spin-Off. There were no changes to the lenders as a result of the December 2024 Amendment which was accounted for as a debt modification. In connection with the December 2024 Amendment, Holdings incurred $215 in lenders fees which were capitalized and are being amortized to interest expense through the maturity of the Holdings Credit Facility.

The Holdings Credit Facility requires Holdings to make quarterly principal payments until maturity, at which point a balloon principal payment is due for the outstanding principal. The Holdings Credit Facility also requires Holdings to make monthly interest payments as well as pay a quarterly unused commitment fee of 0.35% for any unused portion of the Holdings Revolver. The Holdings Credit Facility provides for Holdings to prepay the Holdings Term Loan without penalty or premium. The Holdings Credit Facility is secured by substantially all of the assets of Holdings.The Company has pledged its ownership interests in Holdings (representing 100% ownership) as collateral pursuant to a pledge and security agreement with the lenders under the Holdings Credit Facility.

Interest on the Holdings Revolver and the Holdings Term Loan are based on outstanding principal amount during the interest period multiplied by the quoted Secured Overnight Financing Rate ("SOFR") plus an applicable margin of 1.75% to 2.75% based on Holdings' leverage ratio. As of December 31, 2024, the effective interest rate on the Holdings Revolver and Holdings Term Loan was 6.81% per year.

The Company recognized $0 and $3,878 of interest expense relating to the Holdings Credit Facility for the three months ended September 30, 2025 and 2024, respectively. The Company recognized $1,688 and $12,046 of interest expense related to the Holdings Credit Facility for the nine months ended September 30, 2025 and 2024, respectively.

The Holdings Credit Facility contains certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio relating to financial performance at Holdings. As of September 30, 2025 and December 31, 2024, Holdings was in compliance with all financial covenants. The fair value of the Holdings Credit Facility approximates the carrying value for all periods presented.

As of September 30, 2025 and December 31, 2024, there were no balances outstanding on the Holdings Revolver. As of September 30, 2025, there was $130,000 of availability for borrowing at Holdings under the Holdings Revolver.

Reflecting the change to equity method accounting, the balances payable under all borrowing facilities are as follows:

September 30, 2025December 31, 2024
Term loan balance
$— $197,500 
Less: current portion of term loan (scheduled payments)— (11,250)
Less: net deferred financing and discount costs— (1,861)
Total long term debt$— $184,389 

In order to hedge Holdings’ exposure to variable interest rate fluctuations related to the borrowings under the Holdings Credit Facility, Holdings entered into an interest rate swap agreement with Bank of America on January 11, 2022, with an effective date of December 5, 2023 for a notional amount of $125,000 (the “Interest Rate Swap Agreement”). The Interest Rate Swap Agreement is set to expire in December 2025. The Interest Rate Swap is settled at the end of the month between the parties and is designated as a cash flow hedge for accounting purposes.

The derivative assets related to the Interest Rate Swap Agreement are no longer reflected in the Company's balance sheet subsequent to the deconsolidation of Holdings. The Company determined the fair value of the Interest
Rate Swap Agreement to be zero at its inception and $2,749 as of December 31, 2024. Holdings reflects the realized gains and losses of the actual monthly settlement activity of the Interest Rate Swap Agreements through interest income or expense in its consolidated statements of operations. The Company had historically reflected the unrealized changes in fair value of the Interest Rate Swap Agreement at each reporting period in other comprehensive income and a derivative asset or liability is recognized at each reporting period in the Company’s consolidated balance sheets for the Interest Rate Swap Agreement. Subsequent to the Spin-Off, the derivative asset or liability is no longer reflected on the Company's balance sheet due to the deconsolidation of Holdings. Interest related to the Interest Rate Swap Agreements converted from LIBOR to SOFR at the same time as the amendment of the Holdings Credit Facility in February 2023.

Exchangeable Senior Notes

On April 19, 2021 , the Company and Holdings entered into subscription agreements (the “Note Subscription Agreements”) with certain investors (“Notes Investors”) pursuant to which such Notes Investors, severally and not jointly, purchased on December 27, 2021, the Exchangeable Notes issued by Holdings and guaranteed by its operating subsidiaries, CompoSecure, L.L.C. and Arculus Holdings, L.L.C., in an aggregate principal amount of up to $130,000 that were exchangeable into shares of Class A common stock of the Company at an initial conversion price of $11.50 per share, subject to the terms and conditions of an indenture (the “Indenture”) entered into by the Company, Holdings, and the trustee under the Indenture (“Exchangeable Notes”).

All Exchangeable Notes were exchanged prior to November 29, 2024. An aggregate of $130,000 of the Exchangeable Notes were surrendered and exchanged for an aggregate of 13,587,565 newly-issued shares of the Company's Class A Common Stock. As a result of the exchange, all Exchangeable Notes were extinguished.

The Company assessed all terms and features of the Exchangeable Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Exchangeable Notes, including the conversion, put and call features. In consideration of these provisions, the Company determined that the optional redemption with a make-whole provision feature required bifurcation as a derivative liability. The fair value of the optional redemption with a make-whole provision feature was determined based on the difference between the fair value of the Exchangeable Notes with the redemption with a make-whole provision feature and the fair value of the Exchangeable Notes without the redemption with a make-whole provision feature. The Company employed a Lattice model to determine the fair value of the derivative liability upon issuance of the Exchangeable Notes and at the end of each reporting period when the derivative liability was remeasured to its fair value. The derivative liability was written off when the Exchangeable Notes were surrendered and exchanged in 2024.

During the three months ended September 30, 2024, the Company recognized $2,425 of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%. During the nine months ended September 30, 2024, the Company recognized $7,219 respectively, of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%.