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EQUITY COMPENSATION
9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
EQUITY COMPENSATION EQUITY COMPENSATION
The following table summarizes stock-based compensation expense included in selling, general and administrative expenses within the consolidated statements of operations:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Restricted stock unit expense$— $4,784 $2,922 $13,326 
Performance stock unit expense— 817 496 1,843 
Stock option expense236 — 805 
Employee stock purchase plan— 33 — 97 
Total stock-based compensation expense$236 $5,634 $4,223 $15,269 
Employees of Holdings and Resolute Holdings were granted equity awards from the Company's plan. Prior to the Spin-Off and execution of the Management Agreement, the expense related to these awards was recognized as expense by the Company. Subsequent to the Spin-Off and execution of the Management Agreement, the expense related to the awards is presented as an expense at Holdings and Resolute Holdings due to common control. The increase in the Company's additional paid-in capital arising from equity awards expensed at Holdings amounted to $5,646 and $0 during the three months ended September 30, 2025 and 2024, respectively and $12,565 and $0 during the nine months ended September 30, 2025 and 2024, respectively.
Equity awards to Resolute Holdings employees that were made prior to the Spin-Off were reflected as a dividend of $20,020 at the time of the Spin-Off. Subsequent to the Spin-Off, 449,775 RSUs were granted to affiliates of Resolute Holdings. The awards had a grant date fair value of $13.34. As the awards were granted from the Company's plan, the related share information is reflected in this footnote. The awards were treated as a dividend of $6,000.

As a result of the Spin-Off, outstanding performance and market based restricted stock units (“PSUs”), RSUs and stock options were adjusted as required by the Company's equity plan. These equity awards were adjusted to maintain equal value for award holders immediately prior to and subsequent to the Spin-Off. As the awards were considered to be an equitable adjustment, no incremental compensation cost was recognized. The incremental shares related to the Spin-Off are reflected in the below tables.

A summary of RSUs, PSUs and stock option activity under the Company's CompoSecure, Inc. 2021 Incentive Equity Plan during the nine months ended September 30, 2025 is presented below:
Restricted Stock Unit Activity
Number of SharesWeighted Average Grant Date Fair Value Per Share
Nonvested at January 1, 20256,216,661 $7.67 
Granted1,355,148 14.68 
Spin-Off Adjustments783,008 13.34 
Vested(2,432,230)6.71 
Forfeited(106,519)6.51 
Nonvested at September 30, 20255,816,068 $10.49 
There is no unrecognized compensation expense for RSUs as of September 30, 2025. Of the nonvested RSUs outstanding at September 30, 2025, 1,270,610 were for Resolute Holdings employees and 4,545,458 were for Holdings employees.

Performance and Market Based Stock Units Activity

Number of SharesWeighted Average Grant Date Fair Value Per Share
Nonvested at January 1, 20251,755,531 $6.48 
Spin-Off Adjustments297,783 13.34 
Vested(262,803)7.89 
Forfeited— — 
Nonvested at September 30, 20251,790,511 $8.16 

There is no unrecognized compensation expense for PSUs as of September 30, 2025. All of the nonvested PSUs outstanding at September 30, 2025 were for employees of Holdings.

Stock Options

The following table sets forth the options activity for the nine months ended September 30, 2025:
Number of SharesWeighted
Average
Exercise Price
Per Shares
Weighted
Average
Remaining Contractual
Term (years)
Aggregate
Intrinsic Value
(in thousands)
Outstanding at January 1, 20252,275,671 $12.39 8.8$6,699 
Granted295,697 13.89 9.31,228 
Spin-Off Adjustments377,524 10.79 8.8348 
Exercised(197,746)4.40 3.92,749 
Outstanding at September 30, 20252,751,146 $11.43 8.7$31,682 
Vested and exercisable at September 30, 2025215,000 $3.69 3.7$3,683 

Unrecognized compensation expense for options was $3,305 as of September 30, 2025 and is expected to be recognized over a remaining term of 3.1 years. Of the vested and expected to vest options outstanding at September 30, 2025, 1,958,040 were related to Resolute Holdings employees and 793,106 were related to Holdings employees.
Earnout Consideration
Certain of the equity holders of Holdings (including certain employees) have the right to receive an aggregate of up to 7,500,000 additional shares of the Company's Class A Common Stock in earnout consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”). The Earnouts were subject to two price thresholds and required half of the shares to be awarded upon the achievement of each threshold. The Earnouts expire in two phases if the achievement thresholds are not met. The earnouts under the first phase were achieved on December 13, 2024. The second phase of the Earnouts, which was achieved on September 8, 2025, was earned when shares of the Company's Class A Common Stock traded at a price that was equal to or greater than $17.10 per share (lowered from $20.00 per share as a result of the Spin-Off) on each of 20 trading days within any 30 consecutive trading day period.
A total of 657,160 shares, or 328,580 shares for each phase, were issued to employees and were accounted for in accordance with ASC 718 as they were considered to be compensation. The following is a summary of the earnout activity for employees for the nine months ended September 30, 2025:
Number of Shares
Outstanding at January 1, 2025328,580 
Spin-Off Adjustment55,737 
Vested(384,317)
Nonvested at September 30, 2025—