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PROXY STATEMENT
November 24, 2025

COMPOSECURE, INC.

309 Pierce Street
Somerset, New Jersey 08873

Dear CompoSecure Stockholder:

On November 2, 2025, CompoSecure, Inc., a Delaware corporation (“CompoSecure,” “we,” “us” or “our”), and certain of our subsidiaries entered into a Share Purchase Agreement (as it may be amended from time to time, the “Transaction Agreement”), with Husky Technologies Limited (“Husky”), Platinum Equity Advisors, LLC (“Platinum”), certain entities affiliated with Platinum and certain members of Husky management (collectively, the “Sellers”).

Under the terms of the Transaction Agreement, the Company will combine with Husky for aggregate consideration of approximately $3.953 billion in cash and 55,297,297 shares of the Company’s Class A Common Stock, $0.0001 par value (“CompoSecure Common Stock”), subject to the adjustments set forth in the Transaction Agreement. Following the closing (the “Closing”) of the transactions contemplated by the Transaction Agreement, including the Private Placement (the “Transactions”), Husky will become an indirect wholly owned subsidiary of CompoSecure. On November 2, 2025, concurrently with the execution of the Transaction Agreement, CompoSecure also entered into purchase agreements (together, the “Purchase Agreements”) with certain institutional and other investors named therein (collectively, the “Investors”), pursuant to which CompoSecure agreed to issue and sell to the Investors in a private placement (the “Private Placement”) an aggregate of approximately 106,057,000 shares of CompoSecure Common Stock (the “PIPE Shares”), at a purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion.

In connection with the Transactions, you are cordially invited to a special meeting of stockholders of CompoSecure (the “special meeting”), which will be held via live webcast through the link: www.virtualshareholdermeeting.com/CMPO2025SM.

CompoSecure Common Stock is listed on the NYSE under the ticker symbol “CMPO.” As a result, CompoSecure is subject to Rule 312.03 of the NYSE Listed Company Manual, pursuant to which shareholder approval is required prior to certain issuances of securities, including an issuance of securities representing 20% or more of the voting power or number of shares of CompoSecure Common Stock before such issuance. Based on the estimated number of shares of CompoSecure Common Stock outstanding immediately prior to the execution of the Transaction Agreement and the Purchase Agreements, the number of shares of CompoSecure Common Stock issuable pursuant to the terms of the Transaction Agreement and the Purchase Agreements would represent more than 20% of the voting power or number of shares of CompoSecure Common Stock before such issuance. Immediately following the Closing, we estimate that the existing CompoSecure stockholders will own approximately 45% of outstanding CompoSecure Common Stock (and Tungsten 2024 LLC and its affiliates, including Resolute Compo Holdings LLC, will own approximately 18% of outstanding CompoSecure Common Stock), the Sellers will own approximately 19% of outstanding CompoSecure Common Stock and the Investors will, in the aggregate, own approximately 36% of outstanding CompoSecure Common Stock.

Accordingly, at the special meeting, CompoSecure stockholders will be asked to consider and vote upon a proposal to approve the issuance of CompoSecure Common Stock pursuant to the terms of the Transaction Agreement and the Purchase Agreements (the “Stock Issuance” and such proposal, the “Stock Issuance Proposal”).

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For more information concerning the special meeting, the Transaction Agreement and the transactions contemplated thereby, including the Transactions, the Stock Issuance and the Stock Issuance Proposal, please review the accompanying proxy statement and the copy of the Transaction Agreement attached as Annex A to the proxy statement.

The Board of Directors of CompoSecure (the “Board”), after considering the factors more fully described in the enclosed proxy statement: (i) determined that the Transaction Agreement, the other transaction documents contemplated thereby and the Transactions are fair to and in the best interests of CompoSecure and the CompoSecure stockholders, (ii) approved the Transaction Documents, including the Transactions, (iii) resolved to recommend that CompoSecure stockholders approve the Stock Issuance, and (iv) approved the execution, delivery and performance by CompoSecure of the Transaction Documents and the Transactions.

The Board recommends a vote “FOR” the Stock Issuance Proposal.

Your vote is important. We cannot complete the Transactions unless the Stock Issuance Proposal is approved by the holders of CompoSecure Common Stock. Whether or not you plan to attend the special meeting and regardless of the number of shares of CompoSecure Common Stock you own, your careful consideration and vote on the proposal to be presented at the special meeting is important, and we encourage you to vote promptly. The failure to vote will have no effect on the approval of the Stock Issuance Proposal if approved by the other holders of CompoSecure Common Stock.

After reading the accompanying proxy statement, please make sure to vote your shares of CompoSecure Common Stock promptly (1) by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope, (2) by telephone or (3) through the internet by following the instructions on the accompanying proxy card. Instructions regarding all three methods of voting are provided on the proxy card. If you hold shares of CompoSecure Common Stock through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from your bank, broker, trust or other nominee to vote your shares.

Your support of and interest in CompoSecure is sincerely appreciated. We look forward to the success of the Transactions.

	Yours sincerely,

	David M. Cote Executive Chairman of the Board			Jonathan C. Wilk President, Chief Executive Officer and Director

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described herein, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated November 24, 2025 and is first being mailed to CompoSecure Stockholders on or about November 24, 2025.

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COMPOSECURE, INC.
309 Pierce Street
Somerset, New Jersey 08873

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 23, 2025

To the Stockholders of CompoSecure, Inc. (“we,” “our,” or the “Company”):

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of the Company, will be held virtually at 10:00 a.m. Eastern Time on December 23, 2025. We have adopted a virtual format for the special meeting to enable stockholders to participate from any location and at no cost to stockholders and provide a consistent experience to all stockholders regardless of location. You will be able to attend the special meeting and vote during the special meeting via live webcast through the link www.virtualshareholdermeeting.com/CMPO2025SM.

To participate in the virtual special meeting, you will need the 16-digit control number included on your “Important Notice Regarding the Availability of Proxy Materials,” proxy card, or voting instruction form. We encourage you to access the special meeting prior to the start time and you should allow ample time for the check-in procedures. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual special meeting. A phone number where you can obtain technical assistance will be available on the special meeting website on the day of the special meeting.

At the special meeting, you will be asked to consider and vote on a proposal to approve, for the purposes of complying with the applicable rules of the New York Stock Exchange (the “NYSE”), the issuance of CompoSecure’s Class A Common Stock, par value $0.0001 per share (“CompoSecure Common Stock” and such proposal, the “Stock Issuance Proposal”) in connection with the transactions contemplated by, and pursuant to the terms of, (i) the Share Purchase Agreement (as it may be amended from time to time, the “Transaction Agreement”) that we and certain of our subsidiaries entered into on November 2, 2025 with Husky Technologies Limited (“Husky”), Platinum Equity Advisors, LLC (“Platinum”), certain entities affiliated with Platinum and certain members of Husky management and (ii) the Purchase Agreements we entered into with certain institutional and other investors in connection with the financing of such transactions, as contemplated by the Transaction Agreement.

Stockholders of record at the close of business on November 20, 2025 (the “record date”) are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof.

The Stock Issuance Proposal requires the affirmative vote of the holders of a majority of votes cast by CompoSecure stockholders at the special meeting, assuming a quorum is present.

For more information concerning the special meeting, the Transaction Agreement and the transactions contemplated thereby, including the Stock Issuance, please review the accompanying proxy statement and the copy of the Transaction Agreement attached as Annex A to the proxy statement.

The Board reviewed and considered the terms and conditions of the Transaction Agreement, and the transactions contemplated thereby. The Board: (i) determined that the Transaction Agreement, the other transaction documents contemplated thereby and the Transactions are fair to and in the best interests of CompoSecure and the CompoSecure Stockholders, (ii) approved the Transaction Documents, including the Transactions, (iii) resolved to recommend that CompoSecure Stockholders approve the Stock Issuance, and (iv) approved the execution, delivery and performance by CompoSecure of the Transaction Documents and the Transactions.

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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE STOCK ISSUANCE PROPOSAL.

To assure that your shares of CompoSecure Common Stock are represented at the special meeting, regardless of whether you plan to attend the special meeting, please fill in your vote, sign and mail the enclosed proxy card as soon as possible.

Alternatively, you may vote by telephone or through the internet. Instructions regarding each of the methods of voting are provided on the enclosed proxy card. Your proxy is being solicited by the board of directors of CompoSecure.

If you have any questions about the Transactions, the special meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card, please write to c/o CompoSecure, Inc., 309 Pierce Street Somerset, New Jersey 08873, Attention: Corporate Secretary.

If you fail to return your proxy, vote by telephone or through the internet or attend the special meeting virtually, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and assuming a quorum is present, will have no effect on the approval of the Stock Issuance Proposal if approved by the other holders of CompoSecure Common Stock.

By Order of the Board of Directors,

David M. Cote
Executive Chairman of the Board

November 24, 2025
Somerset, New Jersey

Please Vote-Your Vote is Important

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SUMMARY

This summary highlights certain information in this proxy statement but may not contain all of the information that may be important to you. You should carefully read the entire proxy statement and the attached Annexes and the other documents to which this proxy statement refers you for a more complete understanding of the matters being considered at the special meeting. In addition, this proxy statement incorporates by reference important business and financial information about CompoSecure, Inc. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section entitled “Where You Can Find More Information.”

The Special Meeting (see page 37)

The special meeting will be held virtually at 10:00 a.m. Eastern Time on December 23, 2025.

At the special meeting, you will be asked to consider and vote upon the proposal to approve the issuance of shares of the Company’s Class A Common Stock, $0.0001 par value (“CompoSecure Common Stock”) in connection with the transactions contemplated by the Share Purchase Agreement (the “Transaction Agreement”), dated as of November 2, 2025, by and among, CompoSecure, certain of its subsidiaries, Husky Technologies Limited (“Husky”), Platinum Equity Advisors, LLC (“Platinum”), entities affiliated with Platinum and certain management members of Husky. The transactions contemplated by the Transaction Agreement, including the Private Placement (as defined below), are referred to as the “Transactions”. The issuance of shares of CompoSecure Common Stock in connection with the Transactions is referred to as the “Stock Issuance” and the proposal to approve the Stock Issuance is referred to as the “Stock Issuance Proposal”.

Holders of record and beneficial owners of CompoSecure Common Stock as of the close of business on November 20, 2025, the record date for the special meeting, are entitled to notice of and to vote at the special meeting. You will be entitled to one vote on the proposal presented in this proxy statement for each share of CompoSecure Common Stock that you held as of the close of business on the record date. The presence at the special meeting, by virtual attendance or by proxy, of the holders of shares of the outstanding CompoSecure Common Stock representing a majority of the voting power of all outstanding shares of CompoSecure Common Stock to vote at the special meeting constitutes a quorum. As of the record date, there were 126,411,164 shares of CompoSecure Common Stock outstanding.

The approval of the Stock Issuance Proposal by stockholders of CompoSecure (“CompoSecure Stockholders”) is a condition to the completion of the Transactions.

The Stock Issuance Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the Stock Issuance Proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the Stock Issuance Proposal if approved by the other holders of CompoSecure Common Stock.

For additional information, see the section entitled “The Special Meeting.”

The Parties (see page 34)

CompoSecure, Inc.

CompoSecure, Inc. is a technology partner to market leaders, fintechs and consumers enabling trust for millions of people around the globe. CompoSecure’s innovative metal payment card technology and Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their assets, protect their digital identities and ensure trust at the point of a transaction.

CompoSecure’s principal executive offices are located at 309 Pierce Street Somerset, New Jersey 08873 and its telephone number is (908) 518-0500. CompoSecure Common Stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “CMPO.”

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For additional information about CompoSecure and its subsidiaries, see the documents incorporated by reference in this proxy statement in the section entitled “Where You Can Find More Information.”

Forge New Holdings, LLC

Forge New Holdings, LLC, a Delaware limited liability company (“Forge Holdings”), is an indirect, wholly owned subsidiary of CompoSecure and was formed solely for the purpose of effecting the Transactions. It has not conducted any activities other than those incidental to its formation and the matters contemplated by the Transaction Agreement. Its principal executive offices are located at c/o CompoSecure Holdings, L.L.C., 309 Pierce Street Somerset, New Jersey 08873 and its telephone number is (908) 518-0500.

1561604 B.C. Unlimited Liability Company

1561604 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia (“BidCo” and together with Forge Holdings and CompoSecure, the “Buyer Parties”), is an indirect, wholly owned subsidiary of CompoSecure and was formed solely for the purpose of effecting the Transactions. It has not conducted any activities other than those incidental to its formation and the matters contemplated by the Transaction Agreement. Its principal executive offices are located at c/o CompoSecure Holdings, L.L.C., 309 Pierce Street Somerset, New Jersey 08873 and its telephone number is (908) 518-0500.

Husky Technologies Limited

Husky Technologies Limited, a corporation existing under the laws of British Columbia was incorporated on March 5, 2018. Husky is a leading global provider of highly engineered equipment and aftermarket tooling and services, including Polyethylene Terephthalate (“PET”) injection molding systems, and aftermarket parts and tooling, as well as a leading global mold maker, serving consumer packaging end markets. Husky serves approximately 4,000 customers in approximately 140 countries through its global sales and service network, with technicians located in over 50 countries. Husky provides comprehensive and integrated system solutions that are comprised of injection molding machines, molds, hot runners and controllers. Husky also provides aftermarket services and spare parts to its large global installed base consisting of more than 6,000 fully-integrated PET systems as of September 30, 2025. Husky operates manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China and India.

Its principal executive offices are located at 500 Queen Street, Bolton, Ontario, Canada, L7E 5S5 and its telephone number is (905) 951-5000.

For more information about Husky, please see the section entitled “Description of Husky’s Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Husky.”

Platinum Equity Advisors, LLC

Founded in 1995 by Tom Gores, Platinum Equity is a global investment firm with approximately $50 billion of assets under management and a portfolio of around 60 operating companies that serve customers worldwide. The firm specializes in mergers, acquisitions, and operations — a trademarked strategy it calls M&A&O® — acquiring and operating companies across diverse industries including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, and telecommunications.

Its principal executive offices are located at c/o Platinum Equity Advisors, LLC, 360 North Crescent Drive, South Building, Beverly Hills, CA 90210 and its telephone number is (310) 712-1850.

The Sellers

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(v) Platinum Equity Titan Co-Investors Offshore (Cayman), L.P., a Cayman Islands exempted limited partnership (collectively, the “PE Sellers”), and certain management holders of Husky’s common shares (the “Management Sellers”). The PE Sellers are entities affiliated with Platinum Equity Advisors, LLC.

Forge US Top, LLC

Forge US Top, LLC, a Delaware limited liability company (“TopCo”), is an direct, wholly owned subsidiary of PE Platinum Equity Capital Partners International IV (Cayman), L.P. Its principal executive offices are located at c/o Platinum Equity Advisors, LLC, 360 North Crescent Drive, South Building, Beverly Hills, CA 90210 and its telephone number is (310) 712-1850.

1561570 B.C. Ltd.

1561570 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia (“New BC”), is a direct, wholly owned subsidiary of Forge US Top, LLC and was formed solely for the purpose of effecting the Transactions. It has not conducted any activities other than those incidental to its formation and the matters contemplated by the Transaction Agreement. Its principal executive offices are located at c/o Platinum Equity Advisors, LLC, 360 North Crescent Drive, South Building, Beverly Hills, CA 90210 and its telephone number is (310) 712-1850.

The Transactions (see page 42 and Annex A)

The Transaction Agreement provides for post-Closing adjustments to the cash component of the consideration deliverable in connection with the Closing to the extent that the actual amounts of indebtedness, transaction expenses, cash or working capital are greater or less than the amounts included in the Estimated Price Components (as defined below) as calculated prior to Closing. The parties have agreed to put an amount equal to $7,000,000 in an escrow account in connection with this post-Closing adjustment.

On November 2, 2025, concurrently with the execution of the Transaction Agreement, CompoSecure also entered into purchase agreements (the “Purchase Agreements”) with certain institutional and other investors (the “Investors”), pursuant to which CompoSecure agreed to issue and sell to the Investors in a private placement (the “Private Placement”) an aggregate of approximately 106,057,000 shares of CompoSecure Common Stock, at a purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion.

For additional information regarding the consideration to be paid in connection with the Transactions, including information about the adjustments to the cash component, see the section entitled “The Transaction Agreement — Consideration.” For a copy of the Transaction Agreement, see Annex A.

Consequences if the Transactions are Not Completed (see page 60)

If the approval of the Stock Issuance Proposal is not received, or if the Transactions are not completed for any other reason, then the Transaction Agreement may be terminated. In the event of termination, the Transaction Agreement will become void and there shall be no liability or obligation on the part of the parties or their respective officers, directors, stockholders or affiliates except that (i) certain provisions (i.e., cooperation regarding financial information and financing matters, certain expense reimbursement obligations and general provisions) will remain in full force and effect and survive any termination of the Termination Agreement and (ii) no termination will relieve any party from liability for a Willful Breach (as defined below) or fraud.

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For additional information, see the section entitled “The Transactions — Consequences if the Transaction is Not Completed.”

How to Vote (see page 39)

Stockholders of record have a choice of voting by:

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following the internet voting instructions described in the proxy card;

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following the telephone voting instructions described in the proxy card;

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completing, dating, signing and returning a proxy card in the accompanying postage-prepaid return envelope; or

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attending, and casting during the special meeting to be held virtually at: www.virtualshareholdermeeting.com/CMPO2025SM.

The telephone and internet voting facilities for stockholders of record will close at 11:59 p.m. Eastern Time on the day immediately preceding the date of the special meeting. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the special meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the special meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership.

For additional information regarding the procedure for voting, see the sections entitled “The Special Meeting — How to Vote.”

Reasons for the Transactions; Recommendations of the Board of Directors (see page 45)

The Board reviewed and considered the terms and conditions of the Transaction Agreement, the Purchase Agreements and the Transactions, including the Stock Issuance. The Board: (i) determined that the Transaction Agreement, the other transaction documents contemplated thereby and the Transactions are fair to and in the best interests of CompoSecure and the CompoSecure Stockholders, (ii) approved the Transaction Documents, including the Transactions, (iii) resolved to recommend that CompoSecure Stockholders approve the Stock Issuance, and (iv) approved the execution, delivery and performance by CompoSecure of the Transaction Documents and the Transactions.

The Board recommends that you vote “FOR” the Stock Issuance Proposal.

For a discussion of the material factors considered by the Board in reaching its conclusions, see the section entitled “The Transactions — Reasons for the Transactions; Recommendations of the Board of Directors.”

Opinion of CompoSecure’s Financial Advisor (see page 50 and Annex H)

Morgan Stanley was retained by CompoSecure to act as its financial advisor and to render a fairness opinion in connection with the Transactions. CompoSecure selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and experience in recent transactions in CompoSecure’s industry and its knowledge of CompoSecure’s business and affairs. On November 1, 2025, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Board to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the aggregate consideration consisting of (i) $3,953,000,000 in cash and (ii) 55,297,297.3 shares of CompoSecure common stock, par value $0.0001 per share (together, the “Transaction Consideration”) to be paid directly or indirectly by CompoSecure pursuant to the Transaction Agreement was fair from a financial point of view to CompoSecure.

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made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was directed to the Board and addressed only the fairness from a financial point of view to CompoSecure, as of the date of the opinion, of the Transaction Consideration to be paid by CompoSecure pursuant to the Transaction Agreement. Morgan Stanley’s opinion did not address any other aspects of the Transactions and did not and does not constitute a recommendation as to how the stockholders of CompoSecure should vote at the special meeting.

For more information, please see the section entitled “The Transactions — Opinion of CompoSecure’s Financial Advisor” beginning on page 50 of this proxy statement and Annex H to this proxy statement.

Regulatory Approvals (see page 61)

The expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) relating to the Transactions is a condition to the closing of the Transactions. At any time before or after the date on which the Transactions close, the Antitrust Division of the Department of Justice (the “Antitrust Division”), the Federal Trade Commission (the “FTC”) or others could take action under the antitrust laws as deemed necessary or desirable in the public interest, including without limitation seeking to enjoin the completion of the Transactions or to permit its completion only subject to regulatory concessions or conditions. The parties submitted the required notification and report forms under the HSR Act in respect of the Transactions on November 17, 2025 and November 18, 2025 and the corresponding statutory waiting periods under the HSR Act are scheduled to expire at 11:59 p.m. Eastern Time on December 17, 2025 and at 11:59 p.m. Eastern Time on December 18, 2025, respectively.

In addition, under the terms of the Transaction Agreement, the parties are required to obtain certain additional clearances or approvals from certain other specified regulatory authorities, in each case, without the imposition of a Burdensome Condition.

For additional information, see the sections entitled “The Transactions — Regulatory Approvals” and “The Transactions — Covenants and Agreements — Regulatory Approvals.”

Conditions to the Transactions (see page 65)

The obligations of the parties to complete the Transactions are subject to satisfaction of various conditions, including (i) the approval of a majority of the votes cast by holders of CompoSecure Common Stock of the Stock Issuance; (ii) the absence of any (A) temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other governmental entity, preventing the consummation of the Transactions, and (B) a new law or regulation that has been enacted after the date of the Transaction Agreement or Specified Illegality (as defined in the Transaction Agreement) has occurred, in each case, that would make the consummation of the Transactions illegal or result in the imposition of any Burdensome Condition; (iii) the receipt of certain regulatory clearances pursuant to merger control laws and foreign direct investment laws without resulting in a Burdensome Condition; (iv) the authorization for listing on the NYSE of the Stock Consideration and the PIPE Shares; (v) completion of certain pre-Closing restructuring transactions; (vi) the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Transaction Agreement, subject in each case to the materiality standards set forth in the Transaction Agreement; (vii) absence of a material adverse effect with respect to CompoSecure or with respect to Husky; (viii) the purchase of customary directors’ and officers’ liability run-off/tail insurance; and (ix) CompoSecure having taken all actions necessary such that two additional directors nominated by Platinum will be directors on the Board.

For additional information, see the section entitled “The Transaction Agreement — Conditions to the Transactions.”

Financing (see page 60)

Concurrently with CompoSecure’s execution of the Transaction Agreement, CompoSecure also entered into the Purchase Agreements with the Investors, pursuant to which CompoSecure has agreed to issue to Investors in the Private Placement an aggregate of approximately 106,057,000 shares of CompoSecure

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Common Stock, at a purchase price of $18.50 per share. The aggregate proceeds to CompoSecure from the Private Placement is expected to be approximately $1.96 billion. In connection with the Transactions, CompoSecure also received debt commitment letters for a senior secured first lien term loan facility of $725 million and an incremental term loan facility of $350 million.

CompoSecure may use the proceeds from the Private Placement and the commitment letters to finance the Cash Consideration (as defined below) for the Transactions, to refinance certain indebtedness and/or to pay related fees and expenses.

Although CompoSecure is taking steps to complete the transactions described in this section, obtaining financing is not a condition to consummation of the Transactions. If the Private Placement is completed, CompoSecure will be subject to certain covenants, including covenants requiring CompoSecure to register for resale the shares issued in the Private Placement. If the loan facilities are completed, CompoSecure will be subject to certain covenants, which may include financial and revenue covenants or covenants that limit CompoSecure’s ability to dispose of assets, undergo a change of control, merge with or acquire other entities, incur debt, incur liens and make investments.

For more information, see the section entitled “The Transactions — Financing.”

Change of Recommendation (see page 73)

Prior to obtaining the approval of the Stock Issuance Proposal, the Board may only change its recommendation that the CompoSecure Stockholders approve the Stock Issuance (a “change of recommendation”) in response to an “intervening event.” The Board has otherwise agreed to recommend that CompoSecure Stockholders vote “FOR” the Stock Issuance Proposal.

An “intervening event” means, a material event, fact, development, occurrence or change in circumstance with respect to CompoSecure and its subsidiaries, taken as a whole, and that was not known and was not reasonably foreseeable to the Board as of the date of the Transaction Agreement (or if known, the consequences of which were not known or reasonably foreseeable) and that becomes known to the Board after the date of the Transaction Agreement that does not relate to: (i) the receipt, existence or terms of any inquiry, offer or proposal by CompoSecure or its subsidiaries that constitutes, or would reasonably be expected to lead to, an acquisition proposal or any matter relating thereto; (ii) failure by CompoSecure, Husky or any of their respective subsidiaries to meet any internal or published projections, forecasts or predictions in respect of financial performance; (iii) any effect with respect to the Acquired Companies (as defined in the Transaction Agreement) that does not amount to a Husky Material Adverse Effect (as defined below); or (iv) changes in the market price or trading volume of CompoSecure Common Stock or any other securities of CompoSecure, or any change in credit rating of CompoSecure or Husky or any of their respective subsidiaries.

For additional information, see the section entitled “The Transaction Agreement — Covenants and Agreements — Change of Recommendation.”

Employee Benefits Matters (see page 77)

Under the Transaction Agreement, CompoSecure has agreed to take certain actions with respect to employee benefit matters.

CompoSecure has agreed that for a period of at least one year following the Closing Date (as defined below), each individual who is employed by Husky immediately prior to the Closing and continues employment as of the Closing Date (each, a “Continuing Employee”) will be provided with the following:

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a rate of base salary, wages and annual target cash incentive compensation opportunities (excluding any equity or equity-based compensation or opportunities and any change in control compensation opportunities) that is not less favorable than the rate of base salary, wages and annual target cash incentive compensation opportunities paid by Husky or its affiliates immediately prior to the Closing Date; and

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other benefits (excluding any defined benefit pension, retiree health benefits, deferred compensation, equity or equity-based or severance benefits) that are at levels that are substantially similar in the aggregate to those in effect for such employee immediately prior to the Closing Date.

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CompoSecure has agreed to use commercially reasonable efforts to:

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ensure, or cause its affiliates to ensure, that no limitations or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any Continuing Employees or their dependents or beneficiaries under any welfare benefit plans in which such Continuing Employees or their dependents or beneficiaries may be eligible to participate;

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provide or cause to be provided that any costs or expenses incurred by Continuing Employees (and their dependents or beneficiaries) up to (and including) the Closing Date shall be taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such welfare benefit plans;

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with respect to each employee benefit plan, policy or practice, including severance, vacation and paid time off plans, policies or practices, sponsored or maintained by CompoSecure or its affiliates (including Husky following the Closing), grant, or cause to be granted to, all Continuing Employees from and after the Closing Date credit for all service with Husky and its predecessors prior to the Closing Date for purposes of eligibility to participate, vesting credit, eligibility to commence benefits with respect to severance, vacation benefits and Company Employee Plans (as defined in the Transaction Agreement) only, and with respect to Company Employee Plans only, benefit accrual, but excluding benefit accrual under any defined benefit pension plan and any such credit that would result in a duplication of benefits.

For additional information, see the section entitled “The Transaction Agreement — Covenants and Agreements — Employee Benefits Matters.”

Termination of the Transaction Agreement (see page 66)

The Transaction Agreement may be terminated at any time prior to the Closing:

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by the mutual written consent of Platinum and CompoSecure;

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by either the Shareholders’ Representative or CompoSecure:

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if the Closing Date has not occurred on or before the date that is six months after the date of the Transaction Agreement or such other date that CompoSecure and Husky may agree upon in writing (the “Termination Date”). However, the right to terminate because of the lapse of the Termination Date will not be available to a party whose Willful Breach (as defined below) of the Transaction Agreement resulted in the failure of the Closing to occur on or before the Termination Date;

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if there is any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transactions that have become final and nonappealable;

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if the approval of the Stock Issuance Proposal has not been obtained at the special meeting or at any adjournment or postponement thereof;

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by CompoSecure, if any of the Sellers or Husky have breached any representation, warranty, covenant or agreement and such breach has not been cured by the earlier of (i) 15 business days after receipt by the Shareholders’ Representative of written notice of such breach and (ii) the Termination Date (except that no such cure period is available to any such breach which by its nature cannot be cured) and if not cured within the timeframe above and as of the Closing, such breach would result in the failure of certain of the closing conditions to be satisfied. However, CompoSecure does not have the right to terminate the Transaction Agreement because of the Sellers’ or Husky’s breach of any of their representations, warranties, covenants or agreements if any of the Buyer Parties is then in breach of any of their own representations, warranties, covenants or agreements set forth in the Transaction Agreement and such breach would result in the failure of certain of the closing conditions to be satisfied; or

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days after receipt by the Shareholders’ Representative of written notice of such breach and (ii) the Termination Date (except that no such cure period is available to any such breach which by its nature cannot be cured) and if not cured within the timeframe above and as of the Closing, such breach would result in the failure of certain of the closing conditions to be satisfied. However, the Shareholders’ Representative does not have the right to terminate the Transaction Agreement because of the Buyer Parties’ breach of any of their representations, warranties, covenants or agreements if the Sellers or Husky are then in breach of any of their own representations, warranties, covenants or agreements set forth in the Transaction Agreement and such breach would result in the failure of certain of the closing conditions to be satisfied.

The Purchase Agreements will automatically terminate upon the termination of the Transaction Agreement or if the Transactions are not completed by May 2, 2026.

For additional information, see the section entitled “The Transaction Agreement — Termination of the Transaction Agreement.”

Interests of CompoSecure’s Affiliates in the Transactions (see page 59)

In considering the recommendation of the Board with respect to the Stock Issuance Proposal, CompoSecure stockholders should be aware that certain directors and executive officers of CompoSecure may have interests in the Transactions that may be different from, or in addition to, the interests of CompoSecure stockholders generally. The Board was aware of and considered these interests, among other matters, when they approved the Transaction Agreement and other transaction documents and recommended that CompoSecure stockholders approve the Stock Issuance.

For additional information, see the section entitled “Interests of CompoSecure’s Affiliates in the Transactions.”

Reimbursement of Fees (see page 67)

If the Transaction Agreement is terminated as described in “The Transaction Agreement — Termination of the Transaction Agreement” above due to: (i) the approval of the Stock Issuance Proposal not being obtained or (ii) lapse of the Termination Date (and at the time of such termination, either party could have terminated the Transaction Agreement due to the approval of the Stock Issuance Proposal not being obtained), then CompoSecure will reimburse Husky for all of its (and its affiliates’) reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred in connection with the Transactions through the date of such termination, as promptly as reasonably practicable (and, in any event, within three business days following receipt from the Shareholders’ Representative of the amounts of such expenses), by wire transfer of immediately available funds to an account designated by Husky.

For additional information, see the section entitled “The Transaction Agreement — Reimbursement of Fees.”

Voting Agreement (see page 83 and Annex B)

In connection with the Transaction Agreement, CompoSecure entered into a Voting Agreement (the “Voting Agreement”) with entities affiliated with Platinum, Resolute Compo Holdings LLC (“Resolute Compo Holdings”), Tungsten 2024 LLC (“Tungsten”) and Ridge Valley LLC (“Ridge Valley” and collectively with Resolute Compo Holdings and Tungsten, the “Voting Stockholders”), pursuant to which, the Voting Stockholders have agreed with CompoSecure, and not any other Voting Stockholder, among other things, to vote all of their shares of CompoSecure Common Stock in favor of the Stock Issuance.

For additional information, see the section entitled “The Voting Agreement.” For a copy of the form of the Voting Agreement, see Annex B.

Investor Rights Agreement (see page 84 and Annex C)

In the Transaction Agreement, CompoSecure has agreed to enter into an Investor Rights Agreement at Closing (the “Investor Rights Agreement”) with the PE Sellers. Pursuant to the Investor Rights Agreement,

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following the Closing, the PE Sellers will have the right to nominate (i) two members of the Board, for so long as they, together with their affiliates, continue to collectively hold at least 10% of the outstanding shares of CompoSecure Common Stock, and (ii) one member of the Board so long as they, together with their affiliates, continue to collectively hold less than 10%, but more than or equal to 5%, of the outstanding shares of CompoSecure Common Stock. In addition, the Investor Rights Agreement provides that the PE Sellers and their affiliates are allowed to freely pursue any business opportunity. Pursuant to the Investor Rights Agreement, the PE Sellers have agreed to be subject to a lock-up period of 90 days following the Closing, subject to certain exceptions, including early release by CompoSecure.

For additional information, see the section entitled “The Investor Rights Agreement.” For a copy of the form of the Investor Rights Agreement, see Annex C.

Risk Factors (see page 20)

You should consider carefully all the risk factors together with all of the other information included in this proxy statement before deciding your vote on the Stock Issuance Proposal. Some of these risks include, but are not limited to, those described in the section entitled “Risk Factors.” Please carefully read this proxy statement, the documents incorporated by reference herein and any documents to which you are referred.

For additional information, see the sections entitled “Risk Factors” and “Where You Can Find More Information.”

Additional Information (see page 127)

You can find more information about CompoSecure in the periodic reports and other information CompoSecure files with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov. For additional information, see the section entitled “Where You Can Find More Information.”

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting and the matters that are the subject of the special meeting. These questions and answers do not address all questions that may be important to you as a CompoSecure stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in this proxy statement.

Why am I receiving this proxy statement?

CompoSecure is holding the special meeting so that CompoSecure Stockholders may consider and vote upon the Stock Issuance Proposal, which is needed to complete the Transactions in accordance with the terms of the Transaction Agreement and the Purchase Agreements. Information about the special meeting, the Transaction Agreement and the Purchase Agreements and the transactions contemplated thereby, including the Stock Issuance is contained in this proxy statement.

What are the Transactions?

On November 2, 2025, CompoSecure and certain of its subsidiaries entered into the Transaction Agreement with Husky, Platinum, TopCo, New BC and the Sellers. Under the terms of the Transaction Agreement, CompoSecure will combine with Husky for aggregate consideration of approximately $3.953 billion in cash and 55,297,297 shares of CompoSecure Common Stock, subject to the adjustments set forth in the Transaction Agreement. Following the Closing of the Transactions, Husky will become an indirect wholly owned subsidiary of CompoSecure. The Transactions also include the issuance and sale to certain investors in the Private Placement of an aggregate of approximately 106,057,000 shares of CompoSecure Common Stock, at a purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion.

The Transaction Agreement and the form of Purchase Agreement are attached to this proxy statement as Annex A and Annex G, respectively. For a more complete discussion of the Transactions, its effects and the other transactions contemplated by the Transaction Agreement, see the sections entitled “The Transactions” and “The Transaction Agreement.”

What consideration will CompoSecure be required to provide in the Transaction?

The Transaction Agreement provides for aggregate consideration to the Sellers of an amount in cash equal to $3.953 billion (the “Cash Consideration”) and 55,297,297 shares of CompoSecure Common Stock (the “Stock Consideration” and, together with the Cash Consideration, the “Transaction Consideration”), subject to the adjustments set forth in the Transaction Agreement. The Cash Consideration is subject to adjustments for closing cash, indebtedness, net working capital and transaction expenses.

The Transaction Agreement also allows Sellers who are residents of Canada and who would have received shares of CompoSecure Common Stock under the Transaction Agreement to receive, instead of shares of CompoSecure Common Stock that they would otherwise receive in the Transactions, shares of a Canadian incorporated subsidiary of Forge Holdings that will be exchangeable into shares of CompoSecure Common Stock.

How will CompoSecure pay the Cash Consideration?

CompoSecure’s obligation to complete the Transactions is not conditioned upon obtaining financing. In connection with the Transactions, CompoSecure also entered into the Purchase Agreements with the Investors on November 2, 2025, pursuant to which CompoSecure agreed to issue and sell to the Investors in the Private Placement an aggregate of approximately 106,057,000 shares of CompoSecure Common Stock at a purchase price of $18.50 per share. The aggregate gross proceeds from the Private Placement are expected to be approximately $1.96 billion. The closing of the Private Placement is contingent upon the concurrent consummation of the Transactions.

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We have also obtained debt financing commitments in the form of a senior secured first lien term loan facility of $725 million and an incremental term loan facility of $350 million, which could be used, together with cash and the proceeds from the Private Placement to finance the consideration for the Transactions, refinance certain indebtedness in connection with the Transactions and pay related fees and expenses. For further information, see the section entitled “The Transaction — Financing.”

What equity stake will holders of CompoSecure Common Stock have in CompoSecure immediately following the Transactions?

Based upon the estimated number of shares of CompoSecure Common Stock outstanding immediately prior to the execution of the Transaction Agreement, we estimate that existing CompoSecure Stockholders will own approximately 45% of outstanding CompoSecure Common Stock (and Tungsten and its affiliates, including Resolute Compo Holdings, will own approximately 18% of outstanding CompoSecure Common Stock), the Sellers will own approximately 19% of outstanding CompoSecure Common Stock and the Investors will collectively own approximately 36% of outstanding CompoSecure Common Stock following the Transactions.

When and where will the special meeting be held?

The special meeting will be held virtually at 10:00 a.m. Eastern Time on December 23, 2025. You will be able to attend the special meeting and vote during the special meeting via live webcast through the link www.virtualshareholdermeeting.com/CMPO2025SM.

Who is entitled to vote at the special meeting?

Only holders of record and beneficial owners of CompoSecure Common Stock as of the close of business on the record date for the special meeting are entitled to notice of and to vote at the special meeting. You will be entitled to one vote on the proposal presented in this proxy statement for each share of CompoSecure Common Stock that you held as of the close of business on the record date. The record date for the special meeting is November 20, 2025.

What proposal will be considered at the special meeting?

At the special meeting, you will be asked to consider and vote on a proposal to approve the Stock Issuance, authorizing CompoSecure to issue shares of CompoSecure Common Stock in connection with the Transactions and pursuant to the terms of the Transaction Agreement and the Purchase Agreements.

Why is CompoSecure seeking stockholder approval for the Stock Issuance?

Under NYSE listing rules, stockholder approval is required prior to certain issuances of common stock, including if the number of shares of common stock to be issued in a transaction equals 20% or more of the number of shares of common stock outstanding before the issuance.

CompoSecure expects to issue approximately 161,355,000 shares of CompoSecure Common Stock in the Stock Issuance, subject to certain limited adjustments pursuant to the terms of the Transaction Agreement. Such issuance will represent greater than 20% of outstanding shares of CompoSecure Common Stock prior to the issuance, and will include approximately 957,000 shares issued to certain Related Parties (as defined below). Accordingly, CompoSecure is seeking stockholder approval for the Stock Issuance for the purposes of complying with the applicable NYSE listing rules. See “Stock Issuance Proposal”.

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The approval by CompoSecure Stockholders of the Stock Issuance is a condition to the completion of the Transactions. If the Stock Issuance is not approved, either CompoSecure or the Shareholders’ Representative may terminate the Transaction Agreement and the Transactions cannot be completed, which may have an adverse effect on our business and financial condition.

Are there any risks I should consider when deciding on my vote for the Stock Issuance Proposal?

Yes, there are a number of risks associated with the Stock Issuance. Since the Stock Issuance will be made in connection with the Transactions, you should consider the risks associated with the Transactions and each of CompoSecure and Husky. For a detailed description of the risks you should consider, please see the section entitled “Risk Factors.” In addition, please see the section entitled “Where You Can Find More Information” to find additional CompoSecure filings which are incorporated by reference into this proxy statement and may contain additional risk factors for your consideration.

What vote is required to approve the Stock Issuance Proposal?

The Stock Issuance Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether by virtual attendance or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the Stock Issuance Proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the Stock Issuance Proposal if approved by the other holders of CompoSecure Common Stock.

How does the Board recommend that I vote on the Stock Issuance Proposal?

The Board recommends that you vote “FOR” the Stock Issuance Proposal.

For a discussion of the material factors considered by the Board in reaching its conclusions, see the section entitled “The Transactions — CompoSecure’s Reasons for the Transactions; Recommendation of the CompoSecure Board of Directors.”

How important is my vote?

Your vote is very important. The approval by CompoSecure Stockholders of the Stock Issuance is a condition to the completion of the Transactions. If the Stock Issuance is not approved, either CompoSecure or the Shareholders’ Representative may terminate the Transaction Agreement, and the Investors may terminate their respective Purchase Agreements, and the Transactions cannot be completed, which may have an adverse effect on our business and financial condition.

Where can I obtain technical assistance if I encounter technical difficulties accessing the virtual meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual special meeting. A phone number where you can obtain technical assistance will be made available on the day of the special meeting.

How many shares of CompoSecure Common Stock need to be represented at the special meeting?

The presence at the special meeting, through virtual attendance or by proxy, of the holders of shares of the outstanding CompoSecure Common Stock representing a majority of the voting power of all

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outstanding shares of capital stock of CompoSecure entitled to vote at the special meeting constitutes a quorum. As of the record date, there were 126,411,164 shares of CompoSecure Common Stock outstanding.

If you are a CompoSecure stockholder as of the close of business on the record date and you vote by mail, by telephone, through the internet or at the special meeting, you will be considered part of the quorum. If you are a “street name” holder of shares of CompoSecure Common Stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares of CompoSecure Common Stock and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.

All shares of CompoSecure Common Stock held by stockholders that attend the special meeting, or are represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the chairman of the meeting may adjourn the special meeting.

What do I need to do now?

After carefully reading and considering the information contained in this proxy statement and the Annexes attached to this proxy statement, as well as any documents incorporated by reference into this proxy statement, please vote your shares of CompoSecure Common Stock in one of the ways described below as soon as possible. You will be entitled to one vote for each share of CompoSecure Common Stock that you owned on the record date.

What is the difference between holding shares of CompoSecure Common Stock as a stockholder of record and as a beneficial owner?

Certain of our stockholders hold or may in the future hold their shares of CompoSecure Common Stock beneficially through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares owned beneficially and those held of record.

Beneficial Owner: If your shares of CompoSecure Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card by your bank, broker or other nominee, as the case may be. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote. The voting instruction card from your bank, broker or other nominee contains voting instructions for you to use in directing the bank, broker or other nominee how to vote your shares, which include instructions for voting by Internet or telephone. You may also cast your vote by using the 16-digit control number included on your proxy card, voter instruction card or “Important Notice Regarding the Availability of Proxy Materials.”

Stockholder of Record: If your shares of CompoSecure Common Stock are registered directly in your name with us or our stock transfer agent, Continental Stock Transfer & Trust Company (“Continental”), you are considered the stockholder of record with respect to those shares and these proxy materials are being sent directly to you by CompoSecure. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote at the special meeting by following the instructions located at www.virtualshareholdermeeting.com/CMPO2025SM. You can authorize your proxy or, if you have requested that the proxy materials be sent to you by mail, timely return the proxy card enclosed.

How do I vote if I am a stockholder of record?

You may vote by:

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following the internet voting instructions described in the proxy card;

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following the telephone voting instructions described in the proxy card;

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completing, dating, signing and returning a proxy card in the accompanying postage-prepaid return envelope; or

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attending, and casting your vote during the special meeting to be held virtually at: www.virtualshareholdermeeting.com/CMPO2025SM.

If you are submitting your proxy by telephone or through the internet, your voting instructions must be received by 11:59 p.m. Eastern Time on the day immediately preceding the date of the special meeting.

Submitting your proxy by mail, by telephone or through the internet will not prevent you from attending the special meeting. You are encouraged to submit a proxy by mail, by telephone or through the internet even if you plan to attend the special meeting to ensure that your shares of CompoSecure Common Stock are represented at the special meeting.

What happens if I submit my proxy but I don’t indicate my vote on the Stock Issuance Proposal?

If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the Stock Issuance Proposal.

How many of my shares will be voted if I submit a proxy?

If you a submit a proxy, all of the shares of CompoSecure Common Stock you own as of the record date in the registered account represented by that proxy will be voted per your instructions.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares of CompoSecure Common Stock that are registered in more than one account. For example, if you own your shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and you will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Therefore, to ensure that all of your shares of CompoSecure Common Stock are voted, you will need to submit your proxies by mailing in each proxy card you receive or by telephone or through the internet by using the different voter control number(s) on each proxy card.

Who will solicit and pay the cost of soliciting proxies in connection with the special meeting?

CompoSecure is paying the cost of printing and mailing proxy materials. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and other associates or representatives by personal interview, telephone, facsimile or electronic mail. No additional compensation will be paid to these persons for solicitation. At this time we have not engaged a proxy solicitor. If we do engage a proxy solicitor, we will pay the customary costs associated with such engagement. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of our CompoSecure Common Stock.

If my shares are held for me by a bank, broker, trust or other nominee, will my bank, broker, trust or other nominee vote those shares for me with respect to the proposal?

Your bank, broker, trust or other nominee will NOT have the power to vote your shares of CompoSecure Common Stock at the special meeting unless you provide instructions to your bank, broker, trust or other nominee on how to vote. You should instruct your bank, broker, trust or other nominee on how to vote your shares with respect to the proposal, using the instructions provided by your bank, broker, trust or other nominee. You may be able to vote by telephone or through the internet if your bank, broker, trust or other nominee offers these options.

What if I fail to instruct my bank, broker, trust or other nominee how to vote?

Brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions

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from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. As a result, there will not be any broker non-votes at the special meeting.

May I change my vote after I have mailed my proxy card or after I have submitted my proxy by telephone or through the internet?

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the special meeting. If you are a stockholder of record as of the record date, regardless of the way in which you submitted your original proxy, you may change it by:

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Submitting written notice of revocation over the Internet at www.proxyvote.com to Broadridge before 11:59 p.m. Eastern Time on December 22, 2025, the day before the special meeting;

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Calling Broadridge at 1-800-690-6903 before 11:59 p.m. Eastern Time on December 22, 2025, the day before the special meeting; or

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Attending the special meeting virtually and properly voting using the instructions posted at www.virtualshareholdermeeting.com/CMPO2025SM.

“Street name” holders of shares of CompoSecure Common Stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies. If you have instructed a bank, broker, trust or other nominee to vote your shares of CompoSecure Common Stock, you must follow the instructions received from your bank, broker, trust or other nominee to change your vote.

All properly submitted proxies received by us before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” the proposal.

Where can I find the results of voting at the special meeting?

Following the special meeting, CompoSecure intends to promptly file a Current Report on Form 8-K with the SEC disclosing the voting results of the special meeting no later than four business days after the date of the special meeting. When filed, this 8-K will be available at www.sec.gov and on CompoSecure’s website at ir@composecure.com.

What is householding and how does it affect me?

The SEC permits companies to send a single set of certain disclosure documents to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the special meeting and proxy card. This householding process reduces the volume of duplicate information and reduces printing and mailing expenses. If your family has multiple accounts holding shares of CompoSecure Common Stock, you may have already received a householding notification. For additional information, see the section entitled “Householding of Proxy Material.”

What happens if I sell my shares of CompoSecure Common Stock before the special meeting?

The record date for the special meeting is earlier than the expected date of completion of the Transactions. If you own shares of CompoSecure Common Stock as of the close of business on the record date but transfer your shares prior to the special meeting, you will retain your right to vote at the special meeting.

Who will own CompoSecure immediately following the Transactions?

Based upon the estimated number of shares of CompoSecure Common Stock outstanding immediately prior to the execution of the Transaction Agreement, the existing CompoSecure Stockholders are

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expected to own approximately 45% of outstanding CompoSecure Common Stock (and Tungsten and its affiliates, including Resolute Compo Holdings, will own approximately 18% of outstanding CompoSecure Common Stock), the Sellers are expected to own approximately 19% of outstanding CompoSecure Common Stock and the Investors are expected to own approximately 36% of outstanding CompoSecure Common Stock following the Transactions.

What do the Transaction Agreement and Investor Rights Agreement provide with respect to the composition of the board of directors of CompoSecure following completion of the Transactions?

CompoSecure is required to take all necessary actions to cause two Platinum nominees to be appointed as directors of the Board immediately following the Closing. Louis Samson is expected to serve as a Class I director and Delara Zarrabi is expected to serve as a Class III director.

The Investor Rights Agreement will provide the PE Sellers with the right to propose for nomination two directors for election to the Board if they and their affiliates collectively beneficially own at least 10% of the outstanding shares of CompoSecure Common Stock and one director if they and their affiliates collectively beneficially own less than 10%, but more than or equal to 5%, of the outstanding shares of CompoSecure Common Stock, in each case subject to certain qualification requirements for such directors.

What will happen to my shares of CompoSecure Common Stock in connection with the Transactions?

The Transactions will have no direct effect on your ownership of your shares of CompoSecure Common Stock. If you hold your shares of CompoSecure Common Stock through the Transactions, you will continue to hold the same number of shares with the same rights and privileges as your shares presently issued and outstanding. As a result of the Stock Issuance, however, the overall ownership percentage of current CompoSecure Stockholders will be diluted upon completion of the Transactions.

When are the Transactions expected to be completed?

We are working toward completing the Transactions as quickly as possible. We currently anticipate that the Transactions will be completed in the first quarter of 2026, but we cannot be certain when or if the conditions to the Transactions will be satisfied or, to the extent permitted, waived. The Transactions cannot be completed until the conditions set forth in the Transaction Agreement are satisfied (or, to the extent permitted, waived).

What are the conditions to completion of the Transactions?

The completion of the Transactions is subject to satisfaction or waiver of certain closing conditions, including: (i) the approval of the Stock Issuance Proposal; (ii) the absence of any (A) temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other governmental entity, preventing the consummation of the Transactions, and (B) a new law or regulation that has been enacted after the date of the Transaction Agreement or Specified Illegality has occurred, in each case, that would make the consummation of the Transactions illegal or result in the imposition of a Burdensome Condition; (iii) the receipt of certain regulatory clearances pursuant to merger control laws and foreign direct investment laws without resulting in a Burdensome Condition; (iv) the authorization for listing on the NYSE of the Stock Consideration and the PIPE Shares; (v) completion of certain pre-Closing restructuring transactions; (vi) the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Transaction Agreement, subject in each case to the materiality standards set forth in the Transaction Agreement; (vii) absence of a material adverse effect with respect to CompoSecure or with respect to Husky; (viii) the purchase of customary directors’ and officers’ liability run-off/tail insurance; and (ix) CompoSecure having taken all actions necessary such that two additional directors nominated by Platinum will be directors on the Board.

What happens if the Transactions are not completed?

If the Transactions are not completed, the Transaction Agreement may be terminated, in which case it will be void and have no effect, and there will not be any liability or obligation on the part of any party, except that:

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no termination will relieve any party from liability for a Willful Breach or fraud; and

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certain other provisions of the Transaction Agreement, including provisions with respect to the allocation of fees and expenses, including, if applicable, expense reimbursement, will survive such termination.

We expect that our management will operate our business in a manner similar to that in which it is being operated today and that holders of shares of CompoSecure Common Stock will continue to be subject to the same risks and opportunities to which they are currently subject with respect to their ownership of CompoSecure Common Stock, in addition to any described in the section entitled “Risk Factors.”

Do CompoSecure Stockholders have appraisal rights or dissenters’ rights in connection with the Transactions or Stock Issuance?

No. CompoSecure Stockholders are not entitled to any appraisal or dissenters’ rights in connection with the Transactions or the Stock Issuance under Delaware law.

Where can I find more information about CompoSecure?

CompoSecure files periodic reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov. For a more detailed description of the information available, see the section entitled “Where You Can Find More Information.”

Where can I find more information about Husky?

You can find more information about Husky on its website at www.husky.co. The information on such website is not incorporated by reference into this proxy statement.

Who can help answer my questions?

For additional questions about the special meeting, assistance in submitting proxies or voting shares of CompoSecure Common Stock, or additional copies of this proxy statement or the enclosed proxy card, please write to c/o CompoSecure, Inc., 309 Pierce Street Somerset, New Jersey 08873, Attention: Corporate Secretary.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this proxy statement constitutes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding our: future performance; business strategy; future operations (including capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flows, and financial position; anticipated timing, objectives and benefits of the Transactions and other strategic transactions (including acquisitions and divestitures); and plans and objectives of management 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. These statements are based on the beliefs and assumptions of management. Although the Company believes that its plans, intentions, and expectations reflected in or suggested by these forward- looking statements are reasonable, the Company 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. 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. Factors that could cause our actual results to differ materially from these forward-looking statements may include, without limitation:

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the risk that the Transactions are not completed on anticipated terms and timing or at all (including because of the risks associated with obtaining the approval of the Stock Issuance Proposal, regulatory clearances and satisfying other conditions to the completion of the Transactions);

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the occurrence of any event, change, or other circumstance that could give rise to the termination of the Transaction Agreement;

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unforeseen or unknown liabilities, future capital expenditures and potential litigation relating to the Transactions;

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the possibility that the Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

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the effect of the announcement, pendency, or completion of the Transactions on CompoSecure’s or Husky’s business relationships and business generally;

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risks that the Transactions disrupts CompoSecure’s current plans and operations of those of CompoSecure’s management team;

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potential difficulties in retaining employees as a result of the Transactions;

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risks related to CompoSecure’s financing of the Transaction, including the debt financing and the Private Placement;

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potential negative effects of the announcement, pendency or completion of the Transactions on the market price of CompoSecure Common Stock and/or CompoSecure’s operating results;

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risks relating to CompoSecure and Husky being restricted in the operation of their respective businesses while the Transaction Agreement is in effect;

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the dilution of CompoSecure Stockholders’ ownership percentage of the combined company as compared to their ownership percentage prior to the Transactions;

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the possibility that CompoSecure’s results of operations, cash flows and financial position after the Transactions may differ materially from the unaudited pro forma condensed consolidated financial information or prospective financial information contained in this proxy statement, including due to potential changes in accounting or financial presentation following or in connection with the Transactions;

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the uncertainty surrounding the final value of the consideration to be paid by CompoSecure in connection with the Transactions;

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risks associated with the influence of Platinum over the management and board of CompoSecure following the Transactions;

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risk of rapidly evolving domestic and global economic conditions, which are beyond our control;

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CompoSecure’s ability to retain existing customers or identify and attract new customers;

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risks that data and security breaches could compromise our systems and confidential information, cause reputational and financial damage and increase risks of litigation;

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risk of system outages, data loss or other interruptions could affect our operations;

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our future growth may depend upon our ability to develop and commercialize new products, and potential difficulties or delays with introducing new products and services in a timely manner;

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risk of disruptions in our supply chain or the performance of our suppliers and/or development partners could occur;

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risks related to the rapid evolution of the security markets, including that our Arculus Authenticate solutions may not achieve widespread market acceptance or may not provide sufficient protection;

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we have limited experience in the digital assets industry and may not succeed in fully commercializing the products and solutions derived from the Arculus technology;

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risks relating to dependence on certain distribution partners and the risk of their loss;

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risks to market share and profitability due to competition;

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risks relating to the management of our business by Resolute Holdings, including our reliance on Resolute Holdings for management services under the CompoSecure Management Agreement (as defined below), which gives Resolute Holdings substantial influence over our business, operations, and strategy;

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the uncertainty surrounding escalating U.S. tariffs or other trade restrictions on imported raw materials, and any retaliatory measures by other countries, could increase our costs which could have a material adverse impact on our margins, or could have a material adverse impact on demand for our products and revenue due to higher prices;

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changes in future exchange and interest rates; and

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other risks and uncertainties indicated in this report, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC.

The foregoing list of factors should not be construed as exhaustive. CompoSecure can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The statements made in this proxy statement are current as of the date of this proxy statement only. CompoSecure undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” CompoSecure Stockholders should carefully consider the following risks relating to the Transactions and the combined company before deciding how to vote with respect to the Stock Issuance Proposal to be considered and voted on at the special meeting. You should also read and consider the risks associated with each of the businesses of CompoSecure and Husky because these risks will also affect the combined company. The risks associated with the business of CompoSecure can be found in CompoSecure’s Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Risk Factors” and may be updated or supplemented in CompoSecure’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Such risk factors are incorporated by reference into this proxy statement. Risks associated with the business of Husky can be found below in the section entitled “Risks Relating to Husky.” CompoSecure Stockholders are also urged to carefully consider all of the information included or incorporated by reference in this proxy statement, which are listed in the section entitled “Where You Can Find More Information.”

Risks Relating to the Transactions

CompoSecure’s ability to complete the Transactions is subject to various closing conditions, including approval of the Stock Issuance by CompoSecure Stockholders and regulatory clearances, which may impose conditions that could adversely affect CompoSecure or cause the Transactions not to be completed.

The Transactions are subject to a number of conditions to closing as specified in the Transaction Agreement and the Purchase Agreements. These closing conditions include, among others, (i) the approval of a majority of the votes cast by holders of CompoSecure Common Stock of the Stock Issuance; (ii) the absence of any (A) temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other governmental entity, preventing the consummation of the Transactions, and (B) a new law or regulation that has been enacted after the date of the Transaction Agreement or Specified Illegality has occurred, in each case, that would make the consummation of the Transactions illegal or result in the imposition of any Burdensome Condition; (iii) the receipt of certain regulatory clearances pursuant to merger control laws and foreign direct investment laws, including expiration or termination of the applicable waiting period (and any extensions thereof) under the HSR Act, in each case, without resulting in a Burdensome Condition; (iv) the authorization for listing on the NYSE of the shares of CompoSecure Common Stock to be issued in connection with the Transactions; (v) completion of certain pre-Closing restructuring transactions; (vi) the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Transaction Agreement, subject in each case to the materiality standards set forth in the Transaction Agreement; (vii) absence of a material adverse effect with respect to CompoSecure or with respect to Husky; (viii) the purchase of customary directors’ and officers’ liability run-off/tail insurance; and (ix) CompoSecure having taken all actions necessary such that two additional directors nominated by Platinum will be directors on the Board.

No assurance can be given that the approval of the Stock Issuance Proposal and regulatory clearances will be obtained or that the other required conditions to Closing will be satisfied. Even if regulatory clearances are obtained, no assurance can be given as to the terms, conditions and timing of such clearance, including whether any required conditions will materially adversely affect the combined company following Closing. Any delay in completing the Transactions could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that CompoSecure and Husky expect to achieve if the Transactions are successfully completed within the expected time frame. CompoSecure can provide no assurance that these conditions will not result in the abandonment or delay of the Transactions. The occurrence of any of these events individually or in combination could have a material adverse effect on CompoSecure’s results of operations and the trading price of CompoSecure Common Stock.

The termination of the Transaction Agreement could negatively impact CompoSecure’s business or result in CompoSecure having to reimburse fees incurred by Husky.

If the Transaction is not completed by the Termination Date, either CompoSecure or Husky may choose not to proceed with the Transactions by terminating the Transaction Agreement, and the parties can

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mutually decide to terminate the Transaction Agreement at any time, before or after the approval of the Stock Issuance Proposal is received. In addition, CompoSecure and Husky may elect to terminate the Transaction Agreement in certain other circumstances as further detailed in the section entitled “The Transaction Agreement — Termination.”

If the Transactions are not completed for any reason, including as a result of a failure to obtain the approval of the Stock Issuance Proposal, CompoSecure’s ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Transactions, CompoSecure would be subject to a number of risks, including the following:

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CompoSecure may experience negative reactions from the financial markets, including negative impacts on the price of CompoSecure Common Stock;

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CompoSecure may experience negative reactions from its commercial and vendor partners and employees; and

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CompoSecure will be required to pay its costs relating to the Transactions, such as financial advisory, legal, financing and accounting costs and associated fees and expenses, whether or not the Transactions are completed.

CompoSecure is also required to reimburse Husky for all of its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred in connection with the Transactions through the date of such termination if the Transaction Agreement is terminated if the vote of CompoSecure Stockholders was taken and the approval of the Stock Issuance Proposal was not obtained. For more information, see the section entitled “The Transaction Agreement — Reimbursement of Fees.”

The announcement and pendency of the Transactions may adversely affect CompoSecure’s business, financial results and operations.

Whether or not the Transactions are completed, the announcement and pendency of the Transactions could cause disruptions to CompoSecure’s business, including:

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CompoSecure’s and Husky’s current and prospective employees will experience uncertainty about their future roles, which might adversely affect the two companies’ abilities to retain key managers and other employees;

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uncertainty regarding the completion of the Transactions may cause CompoSecure’s and Husky’s commercial and vendor partners or others that deal with CompoSecure or Husky to delay or defer certain business decisions or to decide to seek to terminate, change or renegotiate their relationships with CompoSecure or Husky, which could negatively affect CompoSecure’s and Husky’s respective revenues, earnings and cash flows;

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the Transaction Agreement restricts CompoSecure and Husky from taking specified actions during the pendency of the Transactions without the other parties’ consent, which may prevent CompoSecure and Husky from making appropriate changes to its business or organizational structure or prevent CompoSecure and Husky from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the Transactions; and

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the attention of CompoSecure’s and Husky’s management may be directed toward the completion of the Transactions, which could otherwise have been devoted to day-to-day operations or to other opportunities that may have been beneficial to their respective businesses following the Transactions.

CompoSecure has and will continue to divert significant management resources in an effort to complete the Transactions and is subject to restrictions contained in the Transaction Agreement on the conduct of its business. If the Transactions are not completed, CompoSecure will have incurred significant costs, including the diversion of management resources, for which CompoSecure will have received little or no benefit.

Because the Cash Consideration is subject to certain adjustments, CompoSecure does not have full certainty as to the final Cash Consideration amount that will be paid, and such amount may be higher than was anticipated upon CompoSecure’s entry into the Transaction Agreement.

Pursuant to the Transaction Agreement, the Cash Consideration to be paid in connection with the Transactions is subject to certain adjustments, as more fully described in the section entitled “The Transaction Agreement — The Transaction Consideration.”

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Because certain of the individual items forming the adjustments to be made to the Cash Consideration are not knowable with full certainty by CompoSecure prior to the Transactions, the final Cash Consideration paid by CompoSecure may be higher than the base cash consideration of $3.953 billion. If the Cash Consideration is higher than expected, the value of the Transactions to CompoSecure and its current stockholders may be less than was anticipated upon CompoSecure’s entry into the Transaction Agreement.

The unaudited pro forma condensed consolidated financial statement and unaudited forecasted financial information included in this proxy statement is presented for illustrative purposes only and does not represent the actual financial position or results of operations of the combined company following the completion of the Transactions. Future results of CompoSecure and Husky may differ, possibly materially, from the unaudited pro forma condensed consolidated financial information and unaudited forecasted financial information presented in this proxy statement.

The unaudited pro forma condensed consolidated financial statements and unaudited forecasted financial information contained in this proxy statement is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of CompoSecure or Husky prior to the Transactions or that of the combined company following the Transactions for several reasons. Specifically, the unaudited pro forma condensed consolidated financial statements do not reflect the effect of any integration costs or any changes in CompoSecure’s capital structure following the completion of the Transactions.

For additional information, see the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements.” In addition, the Transactions may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the Transactions may significantly increase the related costs and expenses incurred by CompoSecure. The actual financial positions, results of operations and the accounting and/or financial presentation of CompoSecure and Husky prior to the Transactions and that of the combined company following the Transactions may be different, possibly materially, from the unaudited pro forma condensed consolidated financial statements or forecasted financial information included in this proxy statement. In addition, the assumptions used in preparing the unaudited pro forma condensed consolidated financial statements and forecasted financial information included in this proxy statement may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of CompoSecure Common Stock may cause a significant change in the purchase price used for CompoSecure’s accounting purposes and the unaudited pro forma condensed consolidated financial statements contained in this proxy statement.

The opinion of CompoSecure’s financial advisor will not reflect changes in circumstances between the signing of the Transaction Agreement and the Closing Date.

The Board received an opinion from CompoSecure’s financial advisor in connection with the signing of the Transaction Agreement. Please refer to the section entitled “The Transactions — Opinion of CompoSecure’s Financial Advisor” for additional information. However, CompoSecure has not obtained any updated opinion from its financial advisor as of the date of this proxy statement. Changes in the operations and prospects of CompoSecure or Husky, general market and economic conditions and other factors that may be beyond the control of CompoSecure, and on which the financial advisor’s opinion were based, may significantly alter the value of CompoSecure or Husky or the value of their respective equity by the time the Transactions are completed, and thus the fairness of the Transaction Consideration, from a financial point of view, to CompoSecure. The opinion does not speak as of the time the Transactions will be completed or as of any date other than the date of such opinion.

CompoSecure may be subject to litigation challenging the Transactions, and an unfavorable judgment or ruling in any such lawsuits could prevent or delay the consummation of the Transactions and/or result in substantial costs.

Securities class action lawsuits and derivative lawsuits are often brought against publicly listed companies that have entered into acquisition agreements. Even if the lawsuits are without merit, defending

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against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on CompoSecure.

Lawsuits related to the Transactions may be filed against CompoSecure and its affiliates, directors and officers. If dismissals are not obtained or a settlement is not reached, these lawsuits could prevent or delay completion of the Transactions and/or result in substantial costs to CompoSecure. These lawsuits could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Transaction Agreement already implemented and to otherwise enjoin the parties from consummating the Transactions. One of the conditions to the Transactions is that there is no temporary restraining order, preliminary or permanent injunction or other order, in each case, preventing the consummation of the Transactions. For a detailed discussion of the terms and conditions of the Transactions, see the section entitled “The Transaction Agreement — Conditions to the Transactions.” Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Transactions, then that injunction may delay or prevent the Transactions from being completed, which may adversely affect CompoSecure’s business, financial position and results of operation. There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions are completed may adversely affect CompoSecure’s ongoing business, financial condition, results of operations and cash flows.

Completion of the Transactions may trigger change in control or other provisions in certain agreements to which Husky is a party, which may have an adverse impact on CompoSecure’s business and results of operations after completion of the Transactions.

The completion of the Transactions may trigger change in control and other provisions in certain agreements to which Husky is a party. If CompoSecure and Husky are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if CompoSecure and Husky are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to CompoSecure and Husky following the Transactions.

Risks Relating to the Combined Company

The business of the combined company will be significantly different from CompoSecure’s current business, and will be subject to different risks and opportunities.

Currently, CompoSecure’s business is as a technology partner to market leaders, fintechs and consumers focusing on innovative metal payment card technology and Arculus security and authentication solutions. Net sales of CompoSecure’s existing business during the 2024 and 2023 fiscal years were approximately $421 million and $391 million, respectively. Following the completion of the Transactions, CompoSecure’s business will expand significantly to include the business of Husky, a global provider of highly engineered injection molding technology solutions and services and manufacturer of global molds. Net sales of Husky’s business during the 2024 and 2023 fiscal years were approximately $1,495 and $1,517 million, respectively. Accordingly, the results of operations as well as the price of CompoSecure Common Stock may in the future be affected by factors different from those factors affecting CompoSecure and Husky as independent standalone companies. CompoSecure following the transaction will face additional risks and uncertainties that CompoSecure and Husky may currently not be exposed to as independent companies. You should carefully review the risk factors in this proxy statement, including the risks associated with the business of each of Husky and CompoSecure.

CompoSecure’s results may suffer if it does not effectively manage its expanded operations following the Transactions.

Following the Closing, CompoSecure’s success will depend, in part, on its ability to manage its expansion, which poses numerous risks and uncertainties.

The Transactions may not be accretive, and may be dilutive, to CompoSecure’s earnings per share, which may negatively affect the market price of CompoSecure Common Stock.

Because shares of CompoSecure Common Stock will be issued in connection with the Transactions, it is possible that, although CompoSecure currently expects the Transactions to be accretive to earnings per

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share, the Transactions may be dilutive to CompoSecure’s earnings per share, which could negatively affect the market price of CompoSecure Common Stock.

CompoSecure is expected to issue an aggregate of approximately 161,355,000 shares of CompoSecure Common Stock in connection with the Transactions, including to the Sellers in consideration for CompoSecure’s combination with Husky, and to the Investors. The issuance of these new shares of CompoSecure Common Stock could have the effect of depressing the market price of CompoSecure Common Stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, CompoSecure’s earnings per share could cause the price of shares of CompoSecure Common Stock to decline or to increase at a lower rate than anticipated.

The market value of CompoSecure Common Stock could decline if large amounts of CompoSecure Common Stock are sold following the Transactions.

If the Transactions are consummated, CompoSecure is expected to issue an aggregate of approximately 161,355,000 shares of CompoSecure Common Stock to the Sellers and the Investors. At Closing, CompoSecure will enter into the Registration Rights Agreement (as defined below) with the PE Sellers that will, among other things, provide the PE Sellers with certain shelf, demand and piggyback registration rights. While Platinum will be subject to a lock-up, the lock-up period is 90 days following the Closing, subject to early release by CompoSecure. The PE Sellers may decide not to hold their shares of CompoSecure Common Stock that they will receive in the Transactions, and may instead decide to reduce their investment in CompoSecure. Additionally, the Investors have been granted certain shelf registration rights that will entitle them to the registration of the PIPE Shares promptly following the completion of the Transactions, and the Investors will not be subject to any lock-up. Such sales of CompoSecure Common Stock or the perception that these sales may occur, could have the effect of depressing the market price for CompoSecure Common Stock.

The market value of CompoSecure Common Stock may decline as a result of completing the Transactions.

The market value of CompoSecure Common Stock may decline as a result of completing the Transactions if, among other things, it is unable to achieve the expected benefits of the Transactions, if the Transactions are not completed within the anticipated timeframe or if the costs related to the Transactions are greater than expected. The market value of CompoSecure Common Stock also may decline if CompoSecure does not achieve the perceived benefits of the Transactions as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Transactions on CompoSecure’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The ownership percentage of current CompoSecure Stockholders will be significantly diluted by the Stock Issuance.

The Stock Issuance will result in significant dilution of the ownership percentage of CompoSecure of existing CompoSecure Stockholders following the Transactions. Based on the estimated number of shares of CompoSecure Common Stock outstanding immediately prior to the execution of the Transaction Agreement, existing CompoSecure Stockholders are expected to own approximately 45% of outstanding CompoSecure Common Stock (and Tungsten and its affiliates, including Resolute Compo Holdings, are expected to own approximately 18% of outstanding CompoSecure Common Stock), the Sellers are expected to own approximately 19% of outstanding CompoSecure Common Stock and Investors are expected to own approximately 36% of outstanding CompoSecure Common Stock following the Transactions. Consequently, current CompoSecure Stockholders will, as a general matter, have less influence over the management and policies of CompoSecure following the Transactions as compared to their influence over CompoSecure prior to the Transactions. As a result of the anticipated ownership of CompoSecure Common Stock following the Closing of the Transactions, we expect that Resolute Compo Holdings will no longer be entitled to certain governance rights, including the right to designate certain directors, under the terms of the Governance Agreement, dated as of September 17, 2024, by and among Tungsten, Resolute Compo Holdings and CompoSecure.

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Following the Closing, Platinum will have the ability to influence CompoSecure’s business, and its interest in CompoSecure’s business may be different from that of other CompoSecure Stockholders.

Based on the estimated number of shares of CompoSecure Common Stock outstanding immediately prior to the execution of the Transaction Agreement, the Sellers are expected to own approximately 19% of outstanding CompoSecure Common Stock, and Platinum will be the largest holder of CompoSecure Common Stock following the Closing. In addition to the significant CompoSecure Common Stock ownership the PE Sellers will have following the completion of the Transactions, the Investor Rights Agreement will provide the PE Sellers with the right to nominate two directors for election to the Board if they and their affiliates collectively beneficially own at least 10% of the outstanding shares of CompoSecure Common Stock and one director if they and their affiliates collectively beneficially own less than 10%, but more than or equal to 5%, of the outstanding shares of CompoSecure Common Stock, in each case subject to certain qualification requirements for such directors. The interests of Platinum may conflict with the interests of other CompoSecure Stockholders.

CompoSecure and Husky will incur significant transaction-related costs in connection with the Transactions, which may be in excess of those anticipated by CompoSecure or Husky.

Each of CompoSecure and Husky has incurred, and expects to continue to incur, a number of non-recurring costs associated with negotiating and completing the Transactions. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the Transactions and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs and filing fees. CompoSecure and Husky will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Transactions.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of CompoSecure following the completion of the Transactions. Many of these costs will be borne by CompoSecure even if the Transactions are not completed.

If the combined company is unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence and materially and adversely affect our business and operating results.

Under the Sarbanes-Oxley Act of 2022, we are required to provide management’s attestation on internal controls. Additionally, since we expect to cease to be an “emerging growth company” at the conclusion of our 2025 fiscal year, we expect that our independent registered public accounting firm will be required to opine on management’s attestation of the effectiveness of our internal control over financial reporting in our annual report on Form 10-K for the year ending December 31, 2025. In accordance with interpretive guidance issued by the SEC, management is permitted to exclude an acquired business from its assessment of internal control over financial reporting in the first year post-acquisition. In connection with a prospective transaction, including the Transactions, we have conducted and in the future intend to conduct due diligence necessary to reasonably assure us that any business we acquire can comply with applicable internal control requirements. However, the control environment of a business we acquire or with which we combine may not be consistent with our standards or with regulatory requirements, and may require significant time and resources to align or rectify, and we may not detect certain internal control deficiencies at such acquired entities. Any required remediation measures could be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects, and any resulting internal control deficiencies could adversely affect our financial condition, results of operations, and access to capital.

Risks Relating to CompoSecure

CompoSecure’s business will continue to be subject to the risks described in the sections entitled “Risk Factors” in CompoSecure’s Annual Report on Form 10-K for the year ended December 31, 2024, which may be updated or supplemented in CompoSecure’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents incorporated by reference into this proxy statement.

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See the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement.

Risks Relating to Husky

Husky’s results of operations are reliant on unpredictable customer purchasing trends.

Husky’s financial results are impacted by customer purchasing trends and the timing of converting orders into sales, which can be unpredictable, and therefore can lead to variations in and uncertainties regarding financial results from period to period (including seasonality). Sales from individual customers may vary relative to total sales and demand for Husky’s products may fluctuate in any given period based on customers’ individual needs, the type of product, and size of the order. In addition, sales are impacted by the timing of when orders are placed and the length of time required to convert these orders into recognized revenue. The conversion cycle can range from several weeks to several months. Furthermore, sales are primarily recognized upon the shipment or transfer of control of goods to Husky’s customers, which may involve meeting multiple criteria after manufacturing is completed. Such factors include but are not limited to, pre-shipment written acceptance from the customer, changes in the customer’s need-by-date, and logistical timing, which is impacted by shipment terms. Revenue recognition may shift between periods based on these factors.

Growth in emerging markets may impact Husky’s sales.

Husky sells products into emerging markets. Urbanization and a growing middle class are key growth catalysts in emerging markets, as an increase in disposable income generally leads to an increased demand for food and beverage, and essential services such as healthcare. Husky’s results of operations could be adversely affected if the expected growth in urbanization and the middle class in these emerging markets slows or is significantly altered.

There is no certainty that Husky will be able to manage fluctuations in raw materials.

Husky’s largest material purchase is for tooling stainless steel. Price movements in steel are largely dependent on the steel commodity price index. In addition, Husky is indirectly exposed to the price of steel used by Husky’s suppliers for purchased steel component parts. Historically, price fluctuations in the cost of steel have been mitigated by purchasing steel from a variety of global suppliers and through price increases of Husky’s products when possible. However, there is no certainty that Husky will be able to manage future fluctuations in the steel price in the same manner as and therefore Husky’s results of operations may be impacted.

Failure of suppliers to deliver in a timely and cost-effective manner would adversely impact Husky’s operations.

Husky has a global supply chain, including a network of suppliers and distribution and manufacturing facilities. Product quality and reliability are determined in part by factors that are not entirely within Husky’s control. Husky depends on suppliers for parts and components that meet Husky’s standards. If suppliers fail to meet Husky’s standards, Husky may not be able to deliver the quality products that Husky’s customers expect which may adversely affect Husky’s financial condition. The supply chain is subject to stress by increased demand and other global events that have put additional pressures on manufacturing output and freight lanes. This has resulted in and could continue to result in disruptions to the supply chain; difficulty in procuring or the inability to procure components and materials necessary for the products, solutions, and services; inflationary cost increases for commodities, components, and freight services; international trade policies including with respect to tariffs; and delays in delivering, or an inability to deliver, the products, solutions and services to Husky’s customers on a timely basis. Husky is continuing to manage its end-to-end supply chain, from sourcing to production to customer delivery, with a particular focus on all critical and at-risk suppliers and supplier locations globally, along with revising the existing supply chain to source critical components and parts closer to its manufacturing facilities to further reduce the supply chain business risk. However, these efforts may not be successful, and further delays in the receipt of goods, or other unanticipated impacts to the supply chain, including on direct imports or goods purchased domestically, or

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on Husky’s customers, could have a more significant impact on future business (including sales), and Husky is continuing to monitor this evolving situation.

Husky is subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. Husky could face serious consequences for violations, which could harm Husky’s business.

Husky is subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls and anti-corruption and anti-money laundering laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and other state and national anti-bribery and anti-money laundering laws in the regions in which Husky conduct business.

Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

Husky may face exposure to adverse movements in foreign currency exchange rates.

Husky operates in international markets and, accordingly, its competitiveness and financial results are subject to foreign currency fluctuations where revenues and costs are denominated in currencies other than U.S. dollars. For example, a large percentage of Husky’s expenses are incurred in Canadian dollars, while a large percentage of its revenues are denominated in U.S. dollars. Increases in the value of the Canadian dollar relative to the U.S. dollar could have a material adverse effect on the overall competitiveness of Husky’s products and services and, therefore, its financial results. In addition, Husky’s equipment selling prices are largely denominated in U.S. dollars or Euros, and any material decline in the value of a customer’s base currency relative to the U.S. dollar or Euro may have a material adverse effect on its sales volumes and operating margins. Husky is also exposed to currency movements for other currencies, including the Japanese Yen and Chinese Renminbi. Husky competes against equipment manufacturers domiciled in various countries. These competitors benefit when the currency of their cost base depreciates against the U.S. dollar. Historically, Husky has regularly entered into foreign exchange forward contracts primarily to reduce its exposure to Canadian dollar currency rate fluctuations. Husky typically limits its forward contracts to a maximum of a two-year period.

Changes in U.S. trade policies, including tariffs, could adversely affect Husky’s business, financial condition, or results of operations.

Husky’s business operations are subject to risks associated with international trade policies, including but not limited to tariffs. The U.S. Government has recently implemented comprehensive tariffs on imports from various countries around the world, along with sector-specific tariffs, which could affect Husky’s business. These tariffs may lead to increased costs for inventory, equipment, could result in unpredictable downstream effects, such as lack of access to suppliers, parts, and/or other issues resulting from impacts to global supply chains, and could impact existing or future operations. These tariffs could also have a material adverse impact on demand for Husky’s products and Husky’s revenue due to higher prices.

Husky’s significant international operations subjects Husky to risks inherent in doing business in foreign jurisdictions.

Husky’s significant international operations subjects Husky’s business to risks associated with operating in foreign jurisdictions, such as unfavorable political, regulatory, economic, labor and tax conditions. Husky is a global business with a significant portion of its operations and revenue outside of North America.

Husky’s international operations, such as its manufacturing operations and other facilities in Brazil, China, India, Luxembourg, Mexico and Russia, are subject to risks inherent in doing business in foreign countries, including, among others:

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potential imposition of restrictions on investments;

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requirements of foreign laws and other governmental controls, including trade and labor restrictions and related laws that reduce the flexibility of its business operations;

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the imposition by the U.S. government and foreign governments of trade barriers such as tariffs, quotas,

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preferential bidding and import restrictions;

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potential staffing difficulties and labor disputes;

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managing and obtaining support and distribution for local operations;

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increased costs of transportation or shipping;

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credit risk and financial conditions of local customers and distributors;

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risk of nationalization of private enterprises by foreign governments;

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potential adverse tax consequences; and

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potential difficulties in protecting intellectual property.

Husky may be subject to unanticipated income taxes, excise duties, import taxes, export taxes, value added taxes, or other governmental assessments, and taxes may be impacted by changes in legislation in the tax jurisdictions in which Husky operates. In addition, Husky may from time to time be subject to limitations on its ability to transfer funds between countries without incurring adverse tax consequences. Any of these events could result in a loss of business or other unexpected costs that could reduce revenue or profits and have a material adverse effect on Husky’s financial condition, results of operations and cash flows.

Husky may be unable to attract or retain key employees during the pendency of the Transactions.

In connection with the Transactions, Husky’s current and prospective employees may experience uncertainty about their future roles with CompoSecure following the mergers, which may materially adversely affect Husky’s ability to attract and retain key personnel during the pendency of the Transactions. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Husky following the mergers. Accordingly, no assurance can be given that Husky will be able to retain key employees to the same extent that Husky has been able to in the past.

If Husky is unable to continue the technological innovation and successful introduction of new products into the market, its customers may delay their orders or turn to other manufacturers.

Husky’s industry and the markets into which Husky sell its products experience periodic technological change and ongoing product improvements. Husky’s competitors may also introduce new generations of their products or Husky’s customers may require new technological and increased performance specifications that would require Husky to develop new products or adversely affect the demand for Husky’s existing products. Husky’s future growth depends on its ability to gauge the direction of the commercial and technological progress in all key markets, and on its ability to successfully develop, manufacture and market new products. Difficulties or delays in identifying viable new products, research, development or production of new products or failure to gain regulatory approval, intellectual property protection or market acceptance of new products and technologies may reduce future sales and adversely affect Husky’s competitive position. Additionally, Husky may be unable to identify, develop and market new products and technology on a timely basis that gain customer acceptance over its existing products and successfully compete with the products of its competitors, which may diminish its growth prospects, profit margins and its competitive position. While Husky commits significant funds to research and development spending each year, there can be no assurance that the products and processes developed will be commercially successful, will generate an acceptable return on investment or will be accepted by its customers. If Husky fails to keep pace with evolving technological innovations, its business, financial condition or results of operations could be materially adversely affected.

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If the use of plastic as a packaging material declines, it could materially adversely affect Husky’s business, financial condition or results of operations.

The vast majority of Husky’s sales is realized from the sale of equipment and services to the plastic packaging market. Any reduction in the usage of plastic packaging and, in particular, PET packaging, by consumers will likely result in the reduction of Husky’s sales of equipment and services, which could have a material adverse effect on Husky’s business, financial condition or results of operations. Factors that could result in a decline in the usage of plastic packaging include:

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The perception of the recyclability and environmental impact of plastic packaging. The recyclability and environmental impact of plastic packaging, such as PET water containers, may be perceived negatively by environmental groups, customers and government regulators, primarily in markets where these products are typically disposed of instead of recycled. For example, according to The Reloop Platform, in 2018, 97% of PET containers used by consumers were returned to the deposit return system in Germany, and in 2019, 94% and 92% of PET containers used by consumers were returned to the deposit return system in Denmark and Lithuania, respectively. By contrast, in the United States, according to the National Association for PET Container Resources, only 26.6% by weight of the PET containers used by consumers were recovered in 2020, whereas the recycling rate in the United States was 45.2% for aluminum cans in the same year.

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Environmental advocacy and legislation. A number of governmental authorities have enacted, or are expected to consider, legislation aimed at reducing the environmental impact of plastic packaging. These legislative efforts have been lobbied for and supported by environmental advocacy groups. These proposals and legislation have included mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material, requiring retailers or manufacturers to develop a recycling infrastructure and increased scrutiny of the use of plastics, especially for bottled water. Legislative and other changes aimed at reducing the environmental impact of plastic packaging may result in increased costs associated with plastic packaging and/or reduced demand for such packaging.

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Health and safety concerns. Media reports on possible health risks associated with certain plastics have prompted general consumer concerns regarding the safety of plastic packaging and containers. National and international governmental organizations responsible for consumer safety have continued to recognize the safety of PET. However, if consumer perceptions of the safety of PET shift, the usage of PET as a packaging material may decline. In addition, if any new scientific evidence suggests that PET is unsafe, or any regulatory agency issues new interpretations of existing evidence that limit or lead to prohibitions on the use of PET as packaging for tooling and aftermarket products and services, there could be a decline in the use of PET packaging. In addition, Husky may become subject to product liability or other lawsuits, heightened regulatory oversight or new laws, any of which may materially adversely affect Husky’s business, financial condition or results of operations.

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The relative advantages of plastic packaging compared with other materials, such as glass, metal and paper. Glass, metal and paper may be regarded as alternative materials for packaging. Although plastic packaging may have several competitive advantages over these alternative packaging materials, advances in the production process or technology of competing packaging materials, or material cost decreases in such packaging materials, may erode plastic packaging’s competitive advantages.

Any of the foregoing factors and other factors, including those unknown to Husky, could result in a decline in the usage of plastic packaging and Husky’s business, financial condition or results of operations could be materially adversely affected.

If Husky’s products fail to perform or fail to meet customer requirements or expectations, Husky could incur significant additional costs.

The manufacture of Husky’s products involves highly complex processes. Husky’s customers specify quality, performance and reliability standards that Husky is required to meet. Product quality and reliability are determined in part by factors that are not entirely within Husky’s control. For instance, Husky depends on its suppliers for raw materials and components that meet Husky’s standards.

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Husky relies on the timely delivery of raw materials and components that meet Husky’s standards for its continued production and delivery of products and services, and any inability to obtain such raw materials and components could impede Husky’s ability to manufacture and deliver its products and services as Husky requires.

If Husky’s products do not meet its standards, Husky may be required to replace or rework the products or incur warranty expenses. In some cases, Husky’s products may contain undetected defects or flaws that only become evident after shipment. In the past, Husky has proactively replaced parts in the field that have experienced a high rate of failure. Any future product quality, performance or reliability problems or defects could result in significant costs associated with the repair, removal, collection or destruction of the defective product, an increase in warranty expense, the write-down or destruction of inventory, lost sales, cancellations or rescheduling of orders for Husky’s products.

Husky may also be the target of product liability lawsuits. If a person were to bring a product liability suit against one of Husky’s customers, such customer may attempt to seek contribution from Husky. A person may also bring a product liability claim directly against Husky. A successful product liability claim or series of claims against Husky in excess of its insurance coverage for payments, for which Husky is not otherwise indemnified, could have a material adverse effect on Husky’s business, financial condition or results of operations.

A significant product defect or product liability case could also result in adverse publicity, damage to Husky’s reputation and a loss of customer confidence in its products.

New or increased taxes or other governmental regulations targeted to decrease the consumption of certain type of beverages may adversely affect Husky’s business.

Public health officials and government officials have become increasingly concerned about the public health consequences associated with over-consumption of certain types of beverages, such as sugar beverages and others sold or packaged by certain of Husky’s customers. Possible new federal, state or local taxes, increases to current taxes or other governmental regulations specifically targeted to decrease the consumption of these beverages may significantly reduce demand for sugar related beverages, which could in turn affect demand for Husky’s products from certain of its current or potential customers. For example, Mexico recently implemented a tax on certain sugar sweetened beverages and members of the U.S. Congress have raised the possibility of a federal tax on the sale of certain beverages, including non-diet soft drinks, fruit drinks, teas and flavored waters. Some state and local governments are also considering similar taxes, and San Francisco, California and Philadelphia, Pennsylvania have enacted such a tax. If enacted, such taxes could materially adversely affect Husky’s business and financial results. Additionally, France and the United Kingdom have introduced taxes on drinks with added sugar and artificial sweeteners that companies produce or import. The imposition of such taxes in the future may decrease the demand for certain soft drinks and beverages that Husky’s customers produce, which may cause its customers to respond by decreasing their purchases of Husky’s products. Consumer tax legislation and future attempts to tax sugar or energy drinks by other jurisdictions could reduce the demand for Husky’s products and adversely affect its profitability.

Husky’s patents may not prevent competitors from making and selling products that are similar to Husky’s.

Husky’s competitors make and sell similar products to Husky. Their products may not infringe the claims of Husky’s patents or, even if they do, Husky may determine that it is not worth the time, money and risk to pursue such infringement claims against them. In general, many patents that are asserted in litigation are found to be invalid. Moreover, patents issued outside Canada or the United States may not have as broad a scope as Canadian or U.S. patents or may be more difficult to enforce, and in any case, patents expire. For all these reasons, Husky’s patents may not effectively enable it to prevent competitors from making and selling products that are competitive with Husky’s products.

Competitors may misappropriate Husky’s trade secrets or infringe its patents, trademarks or copyrights, and Husky may not be able to stop them.

In addition to patents, Husky relies on trademarks, trade secret rights, copyrights and other rights to protect its unpatented proprietary intellectual property and technology. Despite Husky’s efforts to protect

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its proprietary technologies and its intellectual property rights, unauthorized parties, including Husky’s employees, contractors, business partners or competitors, may attempt to copy aspects of its products or brands or obtain and use Husky’s trade secrets or other confidential information. Husky cannot assure that the steps taken will prevent misappropriation of Husky’s intellectual property or technology or infringement of Husky’s intellectual property rights. Competitors may independently develop technologies or products that are substantially equivalent or superior to Husky’s solutions or that inappropriately incorporate its proprietary technology into their products or they may hire Husky’s former employees who may misappropriate Husky’s proprietary technology or misuse its confidential information. In addition, the laws of some foreign countries where Husky does business do not protect intellectual property rights and technology to the same extent as the laws of the United States and Canada, and these countries may not enforce these laws as diligently as they are typically enforced in the United States and Canada. Moreover, in order to benefit from the protection of patents and other intellectual property rights, Husky must monitor and detect infringement, misappropriation or other violations of Husky’s intellectual property rights and pursue infringement, misappropriation or other claims in certain circumstances in relevant jurisdictions, all of which are costly and time-consuming. Finally, even if Husky determined that it had a valid claim of trade secret misappropriation, or patent, trademark or copyright infringement, whether against an employee, contractor, business partner or competitor, it could be expensive, time-consuming and risky to pursue such claim. As a result, Husky may not be able to effectively enforce its patents or other intellectual property rights and Husky may not be able to prevent competitors or others from the use of its brands or technologies in connection with their products and operations, which could have a material adverse effect on Husky’s business, financial condition and results of operations.

Cybersecurity risks, including any technology failures causing a material disruption to operational technology or cyber-attacks on Husky’s systems affecting its ability to protect the integrity and security of customer and employee information, have previously and could again disrupt Husky’s operations and/or could harm its reputation and negatively impact Husky’s business and its relationship with its customers.

As a technology and manufacturing company, Husky’s business requires the secure processing and storage of sensitive information relating to Husky’s customers, employees, business partners and others. In the ordinary course of business, Husky collects and stores confidential information relating to Husky’s customers’ products, including manufacturing specifications, production-related information and other data. In connection with the real-time machine performance monitoring and preventative maintenance services that Husky offers to its customers, Husky has created internal platform controls and system tools that are used by its employees to diagnose and correct customer issues. In order to provide these services, Husky monitors and have access to its customers’ operational performance data relating to Husky’s products.

Like most companies, despite Husky’s current security measures, its information technology systems, networks and data, and those of Husky’s third-party service providers, may be vulnerable to information security breaches, acts of vandalism, computer viruses and interruption or loss of valuable business data, and might be improperly accessed due to a variety of events beyond Husky’s control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. These threats continue to increase as the frequency, intensity and sophistication of attempted attacks and intrusions increase around the world. In particular, ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent and severe, and can lead to significant interruptions in its operations, loss of data and income, reputational loss and diversion of funds, and may result in fines, litigation and unwanted media attention. For example, in March 2023, Husky experienced a cybersecurity incident, which resulted in the threat actor accessing and exfiltrating data that could be confidential in nature. In May 2023, Husky made a payment to the threat actor in exchange for the deletion of the exfiltrated information. Extortion payments may alleviate the negative impact of a ransomware attack, but Husky may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting payments, and there is always a risk that the threat actor will not adhere to negotiated terms or that threat actors will initiate other attacks.

Further, if Husky’s employees were to intentionally abuse its internal platform controls and system tools, for example, by interfering with or altering Husky’s devices or its customers’ connected assets and accessing its customers’ data, Husky’s customers could be significantly harmed. Any abuse or misuse by Husky employees of its internal platform controls and system tools, even if inadvertent, could result in

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potential legal liability and reputational damage to both Husky’s customers and Husky, which could significantly and adversely harm Husky’s business and reputation. In addition, if it becomes necessary for Husky to further restrict the availability or use of its platform controls and system tools by Husky’s employees in response to any abuse or misuse, Husky’s ability to deliver high-quality and timely customer support could be impaired.

A significant cybersecurity incident could result in a range of potentially material negative consequences for Husky, including unauthorized access to, disclosure, modification, misuse, loss or destruction of company systems or data; theft of sensitive, regulated or confidential data, including, but not limited to, personal identifying information or Husky’s intellectual property; the loss of functionality of critical systems through extortion-based attacks, denial of service or other attacks; and business delays, service or system disruptions, damage to equipment and injury to persons or property. Such breakdowns and breaches of, or attacks on, Husky’s systems and infrastructure, or the public perception that Husky or any third party upon which Husky rely have suffered a cybersecurity incident or breakdown, may cause business interruption and impact Husky’s brand, harm Husky’s reputation, give rise to unwanted media attention, materially damage Husky’s customer relationships and adversely impact Husky’s relationship with its customers, employees, suppliers and other stakeholders. Further, Husky could be exposed to litigation, regulatory enforcement or other legal action as a result of an incident, which could subject Husky to damages, fines, sanctions or other penalties, as well as injunctive relief requiring costly compliance measures. The costs and operational consequences of responding to cyber risks may be substantial and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures.

While Husky strives to take appropriate security and cybersecurity measures to protect Husky’s information technology systems and infrastructure (including any trade secrets, confidential or other sensitive information) and to prevent and detect breakdowns, unauthorized breaches and cyber-attacks, Husky cannot guarantee that these measures will be successful and that breakdowns and breaches of, or attacks on, Husky’s systems and data, or those of third parties upon which Husky relies, will be prevented. As a result of the cybersecurity incidents Husky experienced in March 2023, Husky has incurred costs in connection with efforts to investigate and assess the relevant impacts, recover Husky’s systems, enhance Husky’s data security, and protect against unauthorized access to, or manipulation of, Husky’s systems and data. Despite incurring these costs, Husky may not have identified and may not be able to remediate all of the potential causes of Husky’s cybersecurity incident, and similar incidents may occur in the future. While Husky maintains insurance against some of these risks, this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from a breakdown, breach, cyber-attack or other compromise of or interruption to Husky’s information technology systems and infrastructure or confidential and other sensitive information. The successful assertion of one or more large claims against Husky that exceeds Husky’s available insurance coverage, or results in changes to Husky’s insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on Husky’s business. In addition, Husky cannot be sure that Husky’s existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that Husky’s insurers will not deny coverage as to any future claim.

Some of Husky’s customers have been sued for patent infringement in connection with a specific design of products made using molds purchased from Husky, and in the future Husky could face similar lawsuits.

Certain of Husky’s customers have been sued for patent infringement in connection with certain products that they manufactured using molds purchased from Husky. Husky could face similar claims in the future. If such lawsuits prevail, Husky could be forced to stop selling one or more molds used by Husky’s customers to make such products or be required to pay past or ongoing royalties. Even if such lawsuits do not prevail, Husky could be forced to spend significant amounts of time and money opposing claims of infringement and relationships with Husky’s customers could be harmed. Some of Husky’s customers have asked Husky to indemnify them in connection with such claims, and other customers could make similar requests in the future. Husky has refused such requests, as Husky believes that Husky is not responsible for infringement claims based upon Husky’s customers’ product designs. Husky generally seeks to avoid any obligations to indemnify its customers for intellectual property claims against them that are based upon products that they

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manufacture using molds purchased from Husky; however, it is possible that Husky may be required to indemnify certain customers in certain instances. In light of infringement claims against Husky’s customers for which Husky has refused requests for indemnity, certain of Husky’s customers could decide to purchase affected molds from Husky’s competitors or otherwise reduce their business with Husky, or they could bring suit against Husky seeking reimbursement for losses and damages in connection with such infringement claims.

Unanticipated changes in tax provisions, variability of quarterly and annual effective tax rates, the adoption of new tax legislation or exposure to additional tax liabilities could impact Husky’s financial performance.

Husky’s global operations and entity structure result in a complex tax structure where Husky is subject to income and other taxes in numerous jurisdictions. Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws or their application or interpretation, changes in rates or other regulatory actions regarding taxes, and the extent to which Husky is able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly impact Husky’s effective income tax rate in the future. Husky’s effective income tax rate may also be impacted by the recognition of discrete income tax items, such as required adjustments to Husky’s liabilities for uncertain tax positions or Husky’s deferred tax asset valuation allowance. A significant increase in Husky’s effective income tax rate could have an adverse impact on Husky’s earnings. Husky is also subject to ongoing tax audits in various jurisdictions. Tax authorities may disagree with Husky’s intercompany charges, cross jurisdictional transfer pricing or other matters, and may assess additional taxes as a result. There can be no assurance that Husky will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in Husky’s income tax expense and therefore could have a material impact on Husky’s tax provision, net income and cash flows. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to Husky’s tax liabilities.

Husky is subject to other market risks.

Husky is exposed to interest rate risk primarily through its long-term floating rate debt. Additionally, its financial assets are exposed to credit risk consisting primarily of cash and cash equivalents, accounts receivable and derivatives with positive fair values. Husky’s customers are geographically diversified with no concentration of receivables by customer or geography. Husky manages its accounts receivable credit risk by analyzing the counterparties’ financial condition prior to entering into an agreement, establishing credit limits and obtain cash, letters of credit or other acceptable forms of security from customers to provide credit support, based on such analysis of the customer and the terms and conditions applicable to each transaction. However, significant changes in the financial condition of Husky’s counterparties could impact their ability to satisfy their contractual obligations to Husky, which could have material adverse impacts on Husky’s financial condition and results of operations.

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PARTIES TO THE TRANSACTIONS

CompoSecure, Inc.

Founded in 2000, CompoSecure is a technology partner to market leaders, fintechs and consumers enabling trust for millions of people around the globe. CompoSecure’s innovative metal payment card technology and Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their assets, protect their digital identities and ensure trust at the point of a transaction.

Mission and Values

CompoSecure’s mission is to combine elegance, simplicity, and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecure’s values are embodied in the following key concepts:

Key Product Overview

CompoSecure led the creation and growth of the metal card form factor through its expertise in material science and has been at the forefront of emerging embedded payment card technology (e.g., the evolution of “tap to transact”). For more than two decades, through its combination of large-scale, advanced manufacturing capabilities and deep technological expertise, CompoSecure has driven key payment card industry innovations in materials science, metal form factor design, dual interface functionality, and security. The distinct value proposition of CompoSecure’s products has resulted in widespread adoption by major banks, financial institutions and fintech innovators to support their acquisition and retention of consumer and business card customers. From 2010 through 2024, CompoSecure produced and sold over 200 million metal payment cards worldwide (i.e., credit and debit cards issued primarily on one of the Visa, MasterCard, American Express, Discover payment networks). In 2024 alone, CompoSecure provided metal payment card solutions for more than 150 branded and co-branded card programs, totaling approximately 30 million payment cards sold. CompoSecure’s metal payment card solutions have generated, and are expected to continue to generate, a significant base of growing, highly profitable revenue. CompoSecure is now accelerating innovation in secure authentication technology solutions with the launch of Arculus (named for the ancient Roman god of safes and strongboxes). Arculus is a digital security platform with broad industry applicability. Through the convenience of a premium metal card, this technology is designed to solve chronic industry and consumer needs for reliable, trusted and secure authentication solutions — moving beyond passwords, as well as providing enhanced security for storage of digital assets. CompoSecure’s Arculus technology is designed to transform a metal payment card into a multifunctional device to support both traditional payments and to act as a ‘tap-to-authenticate’ hardware token allowing for passwordless, and hardware-based, multi-factor authentication.

Forge New Holdings, LLC

Forge New Holdings, LLC, a Delaware limited liability company, is an indirect, wholly owned subsidiary of CompoSecure and was formed solely for the purpose of effecting the Transactions. It has not conducted any activities other than those incidental to its formation and the matters contemplated by the Transaction Agreement. Its principal executive offices are located at c/o CompoSecure Holdings, L.L.C., 309 Pierce Street Somerset, New Jersey 08873 and its telephone number is (908) 518-0500.

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1561604 B.C. Unlimited Liability Company

1561604 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia, is an indirect, wholly owned subsidiary of CompoSecure and was formed solely for the purpose of effecting the Transactions. It has not conducted any activities other than those incidental to its formation and the matters contemplated by the Transaction Agreement. Its principal executive offices are located at c/o CompoSecure Holdings, L.L.C., 309 Pierce Street Somerset, New Jersey 08873 and its telephone number is (908) 518-0500.

Husky Technologies Limited

Husky Technologies Limited, a corporation existing under the laws of British Columbia was incorporated on March 5, 2018. Husky is a leading global provider of highly engineered equipment and aftermarket tooling and services, including Polyethylene Terephthalate injection molding systems, and aftermarket parts and tooling, as well as a leading global mold maker, serving consumer packaging end markets, with technicians located in over 50 countries. Husky serves approximately 4,000 customers in approximately 140 countries through its global sales and service network. Husky provides comprehensive and integrated system solutions that are comprised of injection molding machines, molds, hot runners and controllers. Husky also provides aftermarket services and spare parts to its large global installed base consisting of more than 6,000 fully-integrated PET systems as of September 30, 2025. Husky operates manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China and India.

Its principal executive offices are located at 500 Queen Street, Bolton, Ontario, Canada, L7E 5S5 and its telephone number is (905) 951-5000.

Platinum Equity Advisors, LLC

Its principal executive offices are located at c/o Platinum Equity Advisors, LLC, 360 North Crescent Drive, South Building, Beverly Hills, CA 90210 and its telephone number is (310) 712-1850.

The Sellers

The Sellers in the Transaction Agreement are: (i) Platinum Equity Capital Partners International IV (Cayman), L.P., a Cayman Islands exempted limited partnership, (ii) Platinum Equity Capital QIQ Partners International IV (Cayman), L.P., a Cayman Islands exempted limited partnership, (iii) Platinum Titan Principals International (Cayman), LLC, a Cayman Islands limited liability company, (iv) Platinum Equity Titan Co-Investors Onshore (Cayman), L.P., a Cayman Islands exempted limited partnership, and (v) Platinum Equity Titan Co-Investors Offshore (Cayman), L.P., a Cayman Islands exempted limited partnership, and certain management holders of Husky’s common shares. The PE Sellers are entities affiliated with Platinum Equity Advisors, LLC.

Forge US Top, LLC

Forge US Top, LLC, a Delaware limited liability company, is an direct, wholly owned subsidiary of PE Platinum Equity Capital Partners International IV (Cayman), L.P. Its principal executive offices are located at c/o Platinum Equity Advisors, LLC, 360 North Crescent Drive, South Building, Beverly Hills, CA 90210 and its telephone number is (310) 712-1850.

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THE SPECIAL MEETING

We are furnishing this proxy statement as part of the solicitation of proxies by the Board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place of the Special Meeting

Purpose of the Special Meeting

At the special meeting, stockholders of record will be asked to consider and vote on a proposal to approve, for the purposes of complying with the applicable NYSE listing rules, the issuance of CompoSecure Common Stock in connection with the Transactions and pursuant to the terms of the Transaction Agreement and the Purchase Agreement.

Recommendation of the Board

The Board recommends that you vote “FOR” the Stock Issuance Proposal.

Record Date and Quorum

Each holder of shares of CompoSecure Common Stock as of the close of business on the record date is entitled to receive notice of, and to vote at, the special meeting. You will be entitled to one vote for each share of CompoSecure Common Stock that you owned on the record date. As of November 20, 2025, there were 126,411,164 shares of CompoSecure Common Stock issued and outstanding and entitled to vote at the special meeting. The presence at the special meeting, by virtual attendance or by proxy, of the holders of shares of the outstanding CompoSecure Common Stock representing a majority of the voting power of all outstanding shares of CompoSecure Common Stock to vote at the special meeting constitutes a quorum for the special meeting.

If you are a stockholder of record and you vote by mail, by telephone or through the internet or at the special meeting via the virtual meeting website, then your shares of CompoSecure Common Stock will be counted as part of the quorum.

If you are a “street name” holder of shares of CompoSecure Common Stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares of CompoSecure Common Stock and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.

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All shares of CompoSecure Common Stock held by stockholders of record that are present at the special meeting virtually or represented by proxy and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the chairman of the meeting may adjourn the special meeting.

Vote Required for Approval

The Stock Issuance Proposal requires, assuming a quorum is present, the affirmative vote of a majority of shares of the votes cast at the special meeting, whether attending virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the Stock Issuance Proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the Stock Issuance Proposal.

Effect of Abstentions; Broker Non-Votes

The Stock Issuance Proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether attending virtually or represented by proxy. Therefore, abstentions will have no effect on this proposal.

A broker non-vote with respect to CompoSecure Common Stock occurs when (i) shares of CompoSecure Common Stock held by a broker or other nominee are represented, by virtual attendance or by proxy, at a meeting of CompoSecure Stockholders, (ii) the bank, broker or other nominee has not received voting instructions from the beneficial owner on a particular proposal and (iii) the bank, broker or other nominee does not have the discretion to direct the voting of the shares of CompoSecure Common Stock on a particular proposal but has discretionary voting power on other proposals. A bank, broker, trust or other nominee may exercise discretion in voting on routine matters but may not exercise discretion and therefore will not vote on non-routine matters if instructions are not given.

Under applicable stock exchange rules, the proposal in this proxy statement is a non-routine matter. As a result, there will not be any broker non-votes at the special meeting.

Accordingly, if your shares of CompoSecure Common Stock are held in “street name,” a bank, broker, trust or other nominee will NOT be able to vote your shares, and your shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether by virtual attendance or represented by proxy and because your bank, broker, trust or other nominee does not have discretionary authority to vote on such proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on the approval of the proposal.

Voting by CompoSecure’s Directors and Executive Officers

At the close of business on November 20, 2025, directors and executive officers of CompoSecure and their respective affiliates were entitled to vote 57,141,498 shares of CompoSecure Common Stock, representing approximately 45.2% of the shares of CompoSecure Common Stock issued and outstanding on that date. Directors and executive officers of CompoSecure have informed CompoSecure that they intend to vote their shares, or cause their affiliates to vote their respective shares, in favor of the Stock Issuance Proposal.

Pursuant to the terms of the Voting Agreement, Resolute Compo Holdings, Tungsten and Ridge Valley have agreed, among other things, to vote their shares of CompoSecure Common Stock in favor of the Stock Issuance Proposal. Tungsten is the managing member of Resolute Compo Holdings. John D. Cote, a CompoSecure director, is the manager of Tungsten and Ridge Valley. C 323 Holdings, LLC is a non-managing member of Resolute Compo Holdings. Thomas R. Knott, a CompoSecure director, is the sole managing member of C 323 Holdings, LLC. Mr. Cote, C 323 Holdings, LLC and Mr. Knott may be deemed to share beneficial ownership of the shares held of record by Resolute Compo Holdings.

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Other than as described above, none of the directors and executive officers are obligated to vote in favor of the Stock Issuance Proposal.

For additional information, see the sections entitled “Voting Agreement” and “Security Ownership of Certain Beneficial Owners and Management.”

How to Vote

Stockholders have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or through the internet. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and internet voting facilities for stockholders of record will close at 11:59 p.m. Eastern Time on the day immediately preceding the date of the special meeting.

If you submit your proxy by mail, by telephone or through the internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on the proposal to be voted, your shares will be voted in favor of that proposal. If you indicate “ABSTAIN” on the proposal to be voted, it will have no effect on the Stock Issuance Proposal.

If you wish to vote by proxy and your shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of CompoSecure Common Stock, your bank, broker, trust or other nominee will not be able to vote your shares on the proposal.

If you wish to vote by attending the special meeting virtually and your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the special meeting. Obtaining a legal proxy may take several days.

If you do not submit a proxy or otherwise vote your shares of CompoSecure Common Stock in any of the ways described above, it will have no effect on the approval of the Stock Issuance Proposal.

Revocation of Proxies

Any proxy given by a stockholder of record may be revoked at any time before it is voted at the special meeting by doing any of the following:

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by submitting written notice of revocation over the Internet at www.proxyvote.com to Broadridge before 11:59 p.m. Eastern Time on December 22, the day before the special meeting;

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by calling Broadridge at 1-800-690-6903 before 11:59 p.m. Eastern Time on December 22, 2025, the day before the special meeting; or

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by attending the special meeting virtually and voting at the special meeting (your attendance at the special meeting will not, by itself, revoke your proxy; you must vote at the special meeting).

“Street name” holders of shares of CompoSecure Common Stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the Stock Issuance Proposal. Our bylaws provide that the special meeting may be adjourned by the chairman of the special meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. The adjourned meeting may take place without further notice other than by an announcement made at the special meeting unless the adjournment is for more than 30 days thereafter or, if, after the adjournment, a new record date is fixed for

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the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the special meeting.

Solicitation of Proxies

At this time we have not engaged a proxy solicitor. If we do engage a proxy solicitor we will pay the customary costs associated with such engagement. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of CompoSecure Common Stock. CompoSecure is paying the cost of printing and mailing proxy materials. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and other associates by personal interview, telephone, facsimile or electronic mail. No additional compensation will be paid to these persons for solicitation.

Tabulation of Votes

Broadridge Financial Solutions, Inc. will tabulate the votes cast at the special meeting.

Questions and Additional Information

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STOCK ISSUANCE PROPOSAL

CompoSecure is asking its stockholders to approve, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of CompoSecure Common Stock in connection with the Transactions and pursuant to the terms of the Transaction Agreement and the Purchase Agreements.

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Section 312.03(c) requires stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. Additionally, pursuant to Section 312.03(b), stockholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, to (1) a director, officer or substantial security holder of the Company (each a “Related Party”), (2) a subsidiary, affiliate or other closely related person of a Related Party or (3) any company or entity in which a Related Party has a substantial direct or indirect interest, in each case, if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either one percent of the number of shares of common stock or one percent of the voting power outstanding before the issuance.

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As a result of the Transactions, CompoSecure is expected to issue an aggregate of approximately 161,355,000 shares of CompoSecure Common Stock to the Sellers and the Investors, subject to certain limited adjustments pursuant to the terms of the Transaction Agreement (including approximately 957,000 shares to certain directors of CompoSecure and its affiliates and/or their immediate family). This will result in the issuance of shares of CompoSecure Common Stock in excess of 20% of the voting power outstanding before the issuance. Accordingly, the Transactions cannot be completed without the approval of the Stock Issuance Proposal.

The Board recommends that the stockholders vote “FOR” the Stock Issuance Proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, then your shares of CompoSecure Common Stock represented by such proxy card will be voted “FOR” the Stock Issuance Proposal.

The approval of this proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether attending virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the Stock Issuance Proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the Stock Issuance Proposal.

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THE TRANSACTIONS

Overview

CompoSecure entered into the Transaction Agreement with Husky, Platinum, TopCo, New BC, the Sellers and the other Buyer Parties on November 2, 2025. Under the terms of the Transaction Agreement, CompoSecure will combine with Husky for aggregate consideration of approximately $3.953 billion in cash and 55,297,297 shares of CompoSecure Common Stock, subject to the adjustments set forth in the Transaction Agreement. Following the Closing of the Transactions, Husky will become an indirect wholly owned subsidiary of CompoSecure. On November 2, 2025, concurrently with the execution of the Transaction Agreement, CompoSecure also entered into Purchase Agreements with certain institutional and other Investors, pursuant to which CompoSecure agreed to issue and sell to the Investors in the Private Placement an aggregate of approximately 106,057,000 shares of CompoSecure Common Stock, at a purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion.

The CompoSecure Common Stock to be issued in connection with the Transactions will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

Background of the Transactions

The following chronology summarizes certain key meetings and events that led to the signing of the Transaction Agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board, the Company’s management, Resolute, the Company’s financial advisors, legal advisors or other representatives, Platinum, Husky and their respective financial advisors, legal advisors, affiliates or other representatives or any other person.

The Board and Resolute Holdings Management, Inc. (“Resolute”), in its capacity as the manager of CompoSecure Holdings, L.L.C. (“CompoSecure Holdings”) and its controlled subsidiaries, evaluate and pursue potential investments, purchases and sales of assets and businesses, strategic business combinations and other transactions with the potential to advance CompoSecure’s strategic objective to enhance stockholder value. In furtherance of these efforts, Resolute has from time to time engaged in discussions about potential strategic transaction opportunities with representatives of other companies and updated the Board regarding these interactions during regularly scheduled and special meetings.

Prior to June 2025, there were informal discussions between representatives of Resolute and Platinum to discuss the industry at large and opportunities for transactions with certain Platinum portfolio companies. Resolute and Platinum did not specifically discuss the possibility of CompoSecure or its subsidiaries, on the one hand, and Husky, on the other hand, engaging in a strategic transaction during these discussions.

On June 30, 2025, representatives of Resolute met with representatives of Platinum to discuss Husky’s business generally. Resolute expressed an interest in exploring a possible strategic transaction with Husky. The discussion was preliminary in nature and no specific terms of any potential transaction were discussed between the parties.

Resolute and Husky entered into a nondisclosure agreement, effective as of July 9, 2025.

On July 9, 2025, representatives of Resolute met with Brad Selleck, the Chief Executive Officer of Husky, and John Linker, the Chief Financial Officer of Husky, at Husky’s headquarters in Bolton, Ontario. During this meeting, Mr. Selleck, Mr. Linker and the representatives of Resolute discussed a potential combination between CompoSecure and its subsidiaries, including CompoSecure Holdings, and Husky. The discussion was preliminary in nature and no specific terms of any potential transaction were discussed between the parties.

During the month of July 2025, Husky provided Resolute with access to limited confidential information about Husky through a virtual data room, and during this time, representatives of Resolute undertook preliminary due diligence review and assessment of a potential combination with Husky, including participating in a number of management meetings and due diligence discussions with representatives of

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Husky and Platinum. During this period, Resolute periodically updated the Board on its preliminary due diligence review and assessment. The Husky virtual data room was iteratively updated with additional due diligence information responsive to requests for additional information and documents throughout the ensuing transaction negotiations. From July 2025 until the signing of the Transaction Agreement on November 2, 2025, Resolute and CompoSecure’s advisors conducted due diligence review of Husky, including participating in multiple virtual meetings during which members of Husky’s management answered due diligence questions from representatives of CompoSecure’s advisors.

On August 11, 2025, representatives of Resolute submitted an initial proposal to Platinum for a potential combination between CompoSecure and its subsidiaries and Husky. The initial proposal contemplated a transaction between CompoSecure and Husky that implied an enterprise value of Husky in an amount equal to $4.839 billion. The initial proposal provided that the consideration to Platinum in such a transaction would consist of a mix of cash and a number of shares of CompoSecure Common Stock with a value of $887 million, based on a per share price of $17.53.

Over the course of the month of August 2025, representatives of Resolute exchanged periodic correspondence via e-mail with representatives of Platinum and met with Platinum in person on August 21, 2025. During these discussions, representatives of Platinum communicated to representatives of Resolute that the initial proposal submitted by Resolute undervalued Husky and suggested that a proposal providing for consideration to Platinum that would consist of a mix of cash and a number of shares of CompoSecure Common Stock that would result in an ownership percentage for Platinum and other Husky shareholders in the pro-forma company in the low twenties was more appropriate.

On August 26, 2025, representatives of Resolute submitted a revised proposal to Platinum for a potential combination between CompoSecure and its subsidiaries and Husky. The revised proposal contemplated a transaction that implied an enterprise value of Husky in an amount equal to $4.949 billion. The revised proposal proposed that the consideration to Platinum would consist of a mix of cash and a number of shares of CompoSecure Common Stock with a value of $997 million, based on a per share price of $18.50.

On September 1, 2025, representatives of Resolute submitted a revised proposal to Platinum for a potential combination between CompoSecure and its subsidiaries and Husky. The revised proposal contemplated a transaction that implied an enterprise value of Husky in an amount equal to $4.976 billion. The revised proposal proposed that the consideration to Platinum would consist of a mix of cash and a number of shares of CompoSecure Common Stock with a value of $1,023 million, based on a per share price of $18.50.

Representatives of Resolute and representatives of Platinum continued further business discussions regarding a potential combination of the two companies.

On September 6, 2025, Resolute and Platinum executed a non-binding term sheet that outlined certain key terms of a potential business combination between CompoSecure and its subsidiaries, including CompoSecure Holdings, and Husky. The non-binding term sheet provided (i) that the consideration paid to Platinum in connection with such a combination would equal the Transaction Consideration, implying an enterprise value of Husky equal to $4.976 billion, (ii) certain governance rights for Platinum in the post-closing company, including the right to nominate two directors for election to the Board, and (iii) an agreement that the parties would negotiate exclusively with each other for a 30-day period.

On September 15, 2025, CompoSecure also provided Platinum with access to a virtual data room containing certain due diligence information concerning CompoSecure and its subsidiaries. The CompoSecure virtual data room was iteratively updated with additional due diligence information responsive to requests for additional information and documents throughout the ensuing transaction negotiations. Between September 2025 until the signing of the Transaction Agreement on November 2, 2025, representatives of Platinum conducted due diligence on CompoSecure and its subsidiaries, including participating in a number of management meetings and due diligence discussions with representatives of CompoSecure and Resolute.

On September 16, 2025, Paul, Weiss, Rifkind, Wharton & Garrison, LLP, legal counsel to CompoSecure (“Paul, Weiss”), on behalf of CompoSecure, began to communicate with potential investors identified by representatives of Resolute and representatives of Platinum in order to wall-cross them in connection with

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an equity financing for a potential transaction involving Husky. From September 16, 2025 to October 24, 2025, representatives of Resolute and Paul, Weiss wall-crossed potential investors.

On September 23, 2025, the Board held a regular meeting, with members of CompoSecure’s management team, representatives of Resolute and a representative of Paul, Weiss in attendance. At the meeting, representatives of Resolute provided the Board with an overview of the status of discussions with Platinum, its due diligence conducted on Husky to date, its current assessment of the potential benefits and risks of a potential transaction between CompoSecure Holdings and CompoSecure with Platinum involving Husky, the mix of cash and stock consideration and the potential post-closing governance structure of CompoSecure as a result of effecting the business combination with Husky.

On October 12, 2025, an initial draft of the Purchase Agreement and a copy of an investor presentation were provided to potential investors with respect to the equity financing undertaken by CompoSecure in connection with any potential business combination involving Husky. From October 19, 2025 to November 2, 2025, representatives of Paul, Weiss and the respective representatives of the various Investors negotiated the form of Purchase Agreement.

On October 12, 2025, representatives of Paul, Weiss sent representatives of Latham & Watkins LLP, legal counsel to Platinum and Husky (“Latham & Watkins”), initial drafts of the Transaction Agreement, Investor Rights Agreement and Voting Agreement.

On October 14, 2025, representatives of Paul, Weiss sent representatives of Latham & Watkins an initial draft of the Registration Rights Agreement.

From October 22, 2025 to November 2, 2025, representatives of Paul, Weiss and Resolute, on the one hand, and representatives of Latham & Watkins and Platinum, on the other hand, exchanged issues lists and drafts of the Transaction Agreement and the other transaction documents, to negotiate the terms of these agreements, including, among other matters, (i) indemnification obligations of Platinum post-Closing, (ii) the purchase price adjustment mechanism, (iii) the treatment of Husky’s outstanding options and the scope of interim operating restrictions on CompoSecure and its subsidiaries.

On the morning of November 1, 2025, the Board held a special meeting to consider the approval of the Transaction Agreement and the proposed transaction, with representatives of Resolute, representatives of Paul, Weiss and representatives of Morgan Stanley in attendance. Representatives of Resolute presented to the Board an overview of its evaluation of the proposed transaction on behalf of CompoSecure Holdings and its controlled subsidiaries, the status of discussions with Platinum with respect to a potential transaction and the status of discussions with the Investors with respect to the equity financing in connection with the proposed transaction. Representatives of Paul, Weiss reviewed with the Board the terms of the Transaction Agreement and the other transaction documents. Representatives of Morgan Stanley reviewed with the Board Morgan Stanley’s analysis of the financial terms of the proposed transaction. Following discussion, Morgan Stanley referenced its oral opinion to the Board, which was subsequently confirmed by delivery of a written opinion, that as of the date of such opinion and based on and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken as set forth therein, the Total Consideration to be paid by CompoSecure is fair from a financial point of view to CompoSecure. See the section entitled “— Opinion of CompoSecure’s Financial Advisor” for additional information.

After considering the terms of the proposed transaction with Husky, and taking into consideration the matters discussed during that meeting and prior meetings of the Board, including the factors descried under the section entitled “— Reasons for the Transaction; Recommendations of the Board,” the Board (i) determined that the Transaction Agreement, the other transaction documents contemplated thereby and the Transactions are fair to and in the best interests of CompoSecure and the CompoSecure Stockholders, (ii) approved the Transaction Documents, including the Transactions, (iii) resolved to recommend that CompoSecure Stockholders approve the Stock Issuance, and (iv) approved the execution, delivery and performance by CompoSecure of the Transaction Documents and the Transactions.

On November 1, 2025 and November 2, 2025, following the Board meeting, the parties finalized the Transaction Agreement and the other transaction documents with Platinum and Husky and the Purchase

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Agreements with the Investors. On November 2, 2025, the parties executed the Transaction Agreement and the Purchase Agreements.

Prior to the opening of trading on November 3, 2025, CompoSecure issued a press release announcing its results of operation for the fiscal quarter ended September 30, 2025, in which CompoSecure announced entry into the Transaction Agreement and the Purchase Agreements.

Reasons for the Transactions; Recommendations of the Board of Directors

In arriving at its decisions to approve the Transaction Agreement and the Transactions, including the Stock Issuance, and to recommend that CompoSecure Stockholders vote their shares of CompoSecure Common Stock in favor of the approval of the Stock Issuance Proposal, the Board consulted with Resolute, in its capacity as the manager of CompoSecure Holdings and its controlled affiliates, CompoSecure’s management team, outside legal counsel and financial advisors, and considered a number of factors, including the following factors (not necessarily in order of relative importance) that the Board viewed as being generally positive or favorable in coming to their respective determinations, approvals and related recommendation:

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Accretion. The Board believed that the Transactions will be immediately accretive to key fiscal year 2026 estimated financial metrics, including at least 20% accretive to adjusted diluted earnings per share in the first full year post-closing.

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Increased Scale and Financial Strength. The Board believed CompoSecure’s increased size, scale and financial strength following the Transactions will enable certain meaningful cost optimizations, broaden institutional investor participation, improve trading liquidity, increase analyst coverage and improve CompoSecure’s ability to create sustained value for all stakeholders, including with respect to returning capital to CompoSecure Stockholders.

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Revenue, Customer, and End-market Diversification. The Board believed that because Husky operates in a different end-market than CompoSecure, a combination with Husky mitigates certain long-term tail risks associated with CompoSecure’s current business by providing substantial revenue, customer, and end-market diversification.

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Merger Consideration Mix. The Board believed that the form and mix of the Transaction Consideration being offered to the Sellers in the Transactions balances liquidity and cash flow risks, pro forma indebtedness of the combined company and current stockholder ownership percentage dilution such that CompoSecure and CompoSecure Stockholders will be benefiting from Husky’s assets on favorable financial terms, and that the value and mix of Transaction Consideration will be accretive and lead to a stronger return on investment for CompoSecure Stockholders. Additionally, the number of shares of CompoSecure Common Stock to be issued to Husky equityholders is fixed, subject to certain limited exceptions, and will not fluctuate in the event that the market price of CompoSecure Common Stock decreases.

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Opinion of CompoSecure’s Financial Advisor. The Board considered the financial presentation reviewed and discussed with representatives of Morgan Stanley. The Board also considered the oral opinion of Morgan Stanley rendered to the Board on November 1, 2025, which was subsequently confirmed by delivery of Morgan Stanley’s written opinion, dated November 2, 2025, delivered to the Board that, as of the date of such opinion and based on and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken as set forth therein, the Transaction Consideration to be paid by CompoSecure

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is fair from a financial point of view to CompoSecure, as more fully described below under the heading “— Opinion of CompoSecure’s Financial Advisor.”

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Terms of the Transaction Agreement; Likelihood of Completion. The Board believed, from their review in consultation with CompoSecure’s legal advisors, that the terms of the Transaction Agreement, taken as a whole, including the parties’ representations, warranties, and covenants, the ability of the Board to change its recommendation in response to certain intervening events and the limited circumstances under which the Transaction Agreement may be terminated by Husky, and the conditions to the completion of the Transactions, are reasonable and appropriate. The Board also believed that the parties will be able to satisfy the closing conditions (including termination or expiration of the waiting period under the HSR Act and the receipt of other regulatory approvals and clearances) and complete the Transactions on a timely basis.

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Diligence. Resolute, the Board and CompoSecure’s management are knowledgeable about Husky’s business operations, financial condition, earnings and prospects, and Resolute, together with CompoSecure’s advisors, conducted customary due diligence of Husky.

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Stockholder Vote. CompoSecure Stockholders will have the opportunity to vote on the Stock Issuance Proposal, which is a condition precedent to the Transactions, and the terms of the Transaction Agreement provide for the Board’s ability to change its recommendation to CompoSecure Stockholders in response to certain intervening events.

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Governance. The Board believed that the right for Platinum to nominate two directors to the Board post-Closing is commensurate with its pro-forma ownership of CompoSecure Common Stock and that the Platinum-nominated directors will add further expertise and experience to the Board.

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Resolute Approval. The Board also considered the approval of Resolute, in its capacity as the manager of CompoSecure Holdings and its controlled affiliates, of the execution and delivery of the Transaction Agreement, the other transaction documents and the Transactions.

The Board also considered and balanced against the potentially positive factors a number of uncertainties, risks, and factors it deemed generally negative or unfavorable in making its determination, approval, and related recommendation, including the following (not necessarily in order of relative importance):

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Dilution. The Board considered that, because a significant portion of the Transaction Consideration consists of shares of CompoSecure Common Stock, the Transactions will result in the dilution of the current ownership percentage of CompoSecure Stockholders. The Board also considered that the Cash Consideration is expected to be funded in part through a private placement, which would result in further dilution of the current ownership percentage of CompoSecure Stockholders.

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Interim Operating Covenants. The Board considered the restrictions on the conduct of CompoSecure’s businesses during the period between the execution of the Transaction Agreement and the completion of the Transactions as set forth in the Transaction Agreement, including that CompoSecure must conduct its business only in the ordinary course, subject to specific exceptions.

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Timing and Pendency of the Merger. The Board considered the risks and contingencies relating to the announcement and pendency of the Transactions and the amount of time that may be required to consummate the Transactions, including the fact that completion of the Transactions is subject to certain conditions, including expiration or termination of the waiting period under the HSR Act and the receipt of other regulatory approvals and clearances, and the risk that such conditions may not be satisfied on acceptable terms or at all.

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Costs. The Board considered the substantial transaction costs associated with entering into the Transaction Agreement and the completion of the Transactions.

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Governance. The Board considered and reviewed the terms of the Investor Rights Agreement that will be entered into in connection with the Closing, and the fact that following the Closing, Platinum will have certain governance rights.

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Interests of CompoSecure’s Affiliates. The Board considered that certain CompoSecure directors may have interests in the Transactions that are different from, or in addition to, the interests of

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CompoSecure Stockholders generally, including, among others, the increase in management fees payable to Resolute as a result of the entrance into the Management Agreement at the Closing and certain directors’ participation in the Private Placement, in each case, as described in the section titled “Interests of CompoSecure’s Affiliates in the Transactions”;

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Other Risks. The Board considered risks of the type and nature described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The Board considered all of these factors as a whole, as well as others, and, on balance, concluded that the potential benefits of the Transaction Agreement and the Transactions, including the Stock Issuance, to CompoSecure and CompoSecure Stockholders outweighed the associated risks, uncertainties, restrictions, and potentially negative factors. As a result, the Board approved the Transaction Documents and the Transactions, and the Board recommends that that CompoSecure Stockholders approve the Stock Issuance Proposal.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive but is meant to include material factors considered by the Board.

The Board collectively reached the conclusion to approve the Stock Issuance and submit the Stock Issuance Proposal to CompoSecure Stockholders in light of the various factors described above and other factors that the members of the Board believed were appropriate.

Given the variety of factors considered in connection with its evaluation of the Transaction Agreement and the Transactions, including the Stock Issuance, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information available to it, including discussions with Resolute, CompoSecure’s management team and outside legal and financial advisors.

It should be noted that this explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Certain CompoSecure Unaudited Forecasted Financial Information

CompoSecure does not as a matter of course make public long-range forecasts or internal projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with its evaluation of the Transaction Agreement and the Transactions, Resolute, in its capacity as the manager of CompoSecure Holdings and its controlled subsidiaries, prepared certain non-public unaudited internal financial forecasts with respect to CompoSecure and Husky (collectively, the “CompoSecure forecasted financial information”), which were provided to the Board in connection with its evaluation of the Transactions and to Morgan Stanley for its use and reliance, as directed by Resolute, in connection with the financial analyses that Morgan Stanley performed in connection with its opinion described in “— Opinion of CompoSecure’s Financial Advisor.” The inclusion of this information should not be regarded as an indication that any of CompoSecure, Platinum, Husky, their respective advisors, or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

This information was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the CompoSecure forecasted financial information reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of CompoSecure’s management or representatives of Resolute, including cyclicality of the industry, industry performance and future economic, competitive and financial market conditions, all of which are difficult or impossible to predict accurately. The CompoSecure forecasted financial information reflects both assumptions as to certain

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business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. CompoSecure, Platinum and Husky can give no assurance that the CompoSecure forecasted financial information and the underlying estimates and assumptions will be realized. In addition, since the CompoSecure forecasted financial information is inherently forward looking and covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the CompoSecure forecasted financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to CompoSecure’s and Husky’s respective businesses, industry performance, the regulatory environment, general business and economic conditions, and other matters described in “Risk Factors.” Please also see “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information.”

The CompoSecure forecasted financial information was not prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The CompoSecure forecasted financial information included in this proxy statement is the responsibility of the management of CompoSecure and representatives of Resolute. Neither Grant Thornton LLP, CompoSecure’s independent registered public accounting firm, nor any other independent accountant, has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying unaudited prospective financial information and, accordingly, they do not express an opinion or any other form of assurance with respect thereto.

Furthermore, the CompoSecure forecasted financial information does not take into account any circumstances or events occurring after the date it was prepared. CompoSecure can give no assurance that, had the CompoSecure forecasted financial information been prepared either as of the date of this proxy statement or as of the date of the special meeting, similar estimates and assumptions would be used. Except as required by applicable securities laws, CompoSecure does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the CompoSecure forecasted financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, including with respect to the accounting treatment of the Transactions under GAAP, or to reflect changes in general economic or industry conditions.

The CompoSecure forecasted financial information does not take into account all the possible financial and other effects on CompoSecure or Husky of the Transactions, the effect on CompoSecure or Husky of any business or strategic decision or action that has been or will be taken as a result of the Transaction Agreement having been executed, the effect of any business or strategic decisions or actions which would likely have been taken if the Transaction Agreement had not been executed, but which were instead altered, accelerated, postponed, or not taken in anticipation of the Transactions. Further, the CompoSecure forecasted financial information does not take into account the effect on CompoSecure or Husky of any possible failure of the Transactions to occur. None of CompoSecure or its affiliates, officers, directors, advisors, or other representatives has made, makes, or is authorized in the future to make any representation to any CompoSecure stockholder or other person regarding CompoSecure’s or Husky’s ultimate performance compared to the information contained in the CompoSecure forecasted financial information or that the forecasted results will be achieved. The inclusion of the CompoSecure forecasted financial information herein should not be deemed an admission or representation by CompoSecure or its advisors or other representatives or any other person that the forecasts will be achieved, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the CompoSecure forecasted financial information included below is not being included to influence CompoSecure stockholders’ decision whether to vote in favor of the Stock Issuance Proposal to be considered at the special meeting, but is being provided solely because it was made available to the CompoSecure Board and CompoSecure’s financial advisors in connection with the Transactions, including the Stock Issuance.

In light of the foregoing, and considering that the special meeting will be held several months after the CompoSecure forecasted financial information was prepared, as well as the uncertainties inherent in any forecasted information, CompoSecure stockholders are cautioned not to place undue reliance on such information,

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and CompoSecure urges the CompoSecure stockholders to review CompoSecure’s most recent SEC filings for a description of CompoSecure’s reported financial results. Please see “Where You Can Find More Information.”

CompoSecure Projections for CompoSecure

The following table sets forth certain summarized prospective financial information regarding CompoSecure on a standalone basis for the years ending December 31, 2025 through 2030 (the “CompoSecure projections for CompoSecure”), which information was prepared by representatives of Resolute provided to the Board and directed by CompoSecure to be used and relied upon by Morgan Stanley in connection with the financial analyses that it performed in connection with its opinion described in “— Opinion of CompoSecure’s Financial Advisor.” The CompoSecure projections for CompoSecure should not be regarded as an indication that CompoSecure considered, or now considers, it to be necessarily predictive of actual future performance or events, or that such information should be construed as financial guidance, and such information does not take into account any circumstances or events occurring after the date it was prepared.

Certain key material assumptions underlying the CompoSecure projections for CompoSecure include the following:

•

revenue is forecasted based on customers, units, and average selling price per unit;

•

CompoSecure is able to grow its market share in the U.S. and international markets;

•

increases in gross margins at a rate of approximately 1.1% throughout the FY2025-2030E forecasted period; and

•

increases in EBITDA margins, due to increasing gross margin and operating leverage.

(amounts in millions)	2025E			2026E			2027E			2028E			2029E			2030E
Net Revenue		$	463		$	510		$	570		$	624		$	693		$	767
Adjusted EBITDA(1)		$	165		$	190		$	227		$	257		$	290		$	324
Depreciation		$	9		$	10		$	11		$	11		$	12		$	12
Change in Net Working Capital		$	10		$	(4)		$	(3)		$	(3)		$	(5)		$	(6)
Capital Expenditures		$	(7)		$	(11)		$	(13)		$	(14)		$	(14)		$	(16)
Unlevered Free Cash Flow(2)		$	119			116			143			164			186			208

For purposes of calculations, assumed effective cash tax rate of 21.7% for the year ending December 31, 2025 and 21.8% for the years ending December 31, 2026 through 2030.

(1)

Adjusted EBITDA is defined as net income before interest and taxes, and is adjusted to add back depreciation and amortization, extraordinary losses and expenses, certain one-time non-recurring fees and expenses (including transaction expenses), non-cash compensation or expense resulting from contingent payment obligations, impairment charges or asset write-offs and other non-cash non-recurring expenses, and minus extraordinary gains and cash payments made in respect of non-cash non-recurring expenses.

(2)

Unlevered free cash flow is defined as net operating profit after tax, plus depreciation and amortization and less change in net working capital and capital expenditures.

The CompoSecure projections for CompoSecure should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding CompoSecure incorporated by reference into this Proxy Statement.

CompoSecure Projections for Husky

The following table sets forth certain summarized prospective financial information regarding Husky on a standalone basis for the years ending December 31, 2025 through 2030 (the “CompoSecure projections for Husky”), which information was prepared by representatives of Resolute provided to the Board and directed by CompoSecure to be used and relied upon by Morgan Stanley in connection with the financial

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analyses that it performed in connection with its opinion described in “— Opinion of CompoSecure’s Financial Advisor.” The CompoSecure projections for Husky should not be regarded as an indication that CompoSecure considered, or now considers, it to be necessarily predictive of actual future performance or events, or that such information should be construed as financial guidance, and such information does not take into account any circumstances or events occurring after the date it was prepared.

Certain key material assumptions underlying the CompoSecure projections for Husky include the following:

•

financials are based on major product categories, each with separate revenue, contribution margin, and fixed cost assumptions;

•

hot runners & controllers, spare parts and services experience higher growth than systems sales and aftermarket tooling;

•

increases in contribution margins at a rate of approximately 80bps annually throughout the FY2025-2030E forecasted period due to productivity initiatives, planned cost savings programs, mix impact from higher aftermarket growth, and commercial excellence; and

•

increases in EBITDA margins, due to increasing contribution margin and operating leverage.

(amounts in millions)	2025E			2026E			2027E			2028E			2029E			2030E
Net Revenue		$	1,582		$	1,715		$	1,844		$	1,975		$	2,110		$	2,250
Adjusted EBITDA(1)(2)		$	400		$	444		$	500		$	561		$	627		$	696
Depreciation		$	(48)		$	(51)		$	(55)		$	(59)		$	(63)		$	(68)
Amortization		$	(103)		$	(103)		$	(103)		$	(103)		$	(103)		$	(103)
Change in Net Working Capital		$	(13)		$	20		$	26		$	15		$	12		$	13
Capital Expenditures		$	(63)		$	(82)		$	(77)		$	(64)		$	(63)		$	(68)
Unlevered Free Cash Flow(3)		$	216			304			350			391			437			486

For purposes of calculations, assumed effective cash tax rate of 25% for the years ending December 31, 2025 through 2030.

(1)

Adjusted EBITDA is defined as net income before interest and taxes, and is adjusted to add back depreciation and amortization, extraordinary losses and expenses, certain one-time non-recurring fees and expenses (including transaction expenses), non-cash compensation or expense, or non-cash charge that represents any accrual or reserve for anticipated cash charges in any future period, resulting from contingent payment obligations, foreign exchange hedge losses/gains, including unrealized gains/losses, impairment charges or asset write-offs and other non-cash non-recurring expenses, and minus extraordinary gains and cash payments made in respect of non-cash non-recurring expenses.

(2)

Management fees paid by Husky to Resolute are only applicable starting from the year ending December 31, 2026. The calculation of Adjusted EBITDA for the year ending December 31, 2025 is illustratively burdened by the management fee.

(3)

Unlevered free cash flow is defined as net operating profit after tax, plus depreciation and amortization and less change in net working capital and capital expenditures.

The CompoSecure projections for Husky should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding CompoSecure incorporated by reference into this proxy statement.

Opinion of CompoSecure’s Financial Advisor

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in writing, to the Board to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the aggregate consideration consisting of the Transaction Consideration to be paid directly or indirectly by CompoSecure pursuant to the Transaction Agreement was fair from a financial point of view to CompoSecure.

The full text of Morgan Stanley’s written opinion to the Board, dated November 2, 2025, is attached to this proxy statement as Annex H, and is incorporated by reference into this proxy statement in its entirety. CompoSecure stockholders should read the opinion in its entirety for a discussion of the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was directed to the Board and addressed only the fairness from a financial point of view to CompoSecure, as of the date of the opinion, of the Transaction Consideration to be paid by CompoSecure pursuant to the Transaction Agreement. Morgan Stanley’s opinion did not address any other aspects of the Transactions and did not and does not constitute a recommendation as to how the stockholders of CompoSecure should vote at the special meeting.

In connection with rendering its opinion, Morgan Stanley, among other things:

Reviewed certain publicly available financial statements and other business and financial information of Husky and CompoSecure, respectively;

Reviewed certain internal financial statements and other financial and operating data concerning Husky and CompoSecure, respectively;

Reviewed certain financial projections prepared by the management of CompoSecure;

Discussed the past and current operations and financial condition and the prospects of Husky, including information relating to certain strategic, financial and operational benefits anticipated from the Transactions, with senior executives of CompoSecure, respectively;

Discussed the past and current operations and financial condition and the prospects of CompoSecure, including information relating to certain strategic, financial and operational benefits anticipated from the Transactions, with senior executives of CompoSecure;

Reviewed the pro forma financial impact of the Transactions on CompoSecure, and certain financial ratios;

Reviewed the reported prices and trading activity for CompoSecure Common Stock;

Compared the financial performance of Husky with that of certain publicly-traded companies comparable with Husky;

Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

10)

Participated in certain discussions and negotiations among representatives of Husky and CompoSecure and certain parties and their financial and legal advisors;

11)

Reviewed the Quality of Earnings report provided by PricewaterhouseCoopers LLP;

12)

Reviewed and performed analysis of the impact of management-fee arrangements between Husky and Resolute Holdings Management, Inc. on the financial performance and valuation of Husky and CompoSecure;

13)

Reviewed the Transaction Agreement, the draft commitment letter from certain lenders substantially in the form of the drafts dated November 2, 2025 (the “Commitment Letter”) and certain related documents; and

14)

Performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

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Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to us by CompoSecure and Husky, which formed a substantial basis for this opinion. Morgan Stanley also assumed that (a) the CompoSecure Common Stock issued as part of the Transaction Consideration has a value of $18.50 per share, (b) the aggregate cash to be paid by the CompoSecure and its affiliates in accordance with Section 2.5 of the Transaction Agreement equals $3,953,000,000, plus or minus certain adjustments (and which Morgan Stanley has assumed, for purposes of their analysis and the opinion, will be equal to zero), determined pursuant to the formula set forth in the Transaction Agreement, and (c) the aggregate CompoSecure Common Stock to be issued by Parent in accordance with Section 2.5 of the Transaction Agreement equals 55,297,297.3 shares. Accordingly, Morgan Stanley assumed that the aggregate value of Husky in the Transaction was $4,976,000,000.

Morgan Stanley relied upon, without independent verification, the assessment by the management of CompoSecure of: (i) the strategic, financial and other benefits expected to result from the Transaction; (ii) the timing and risks associated with the integration of Husky and CompoSecure; (iii) their ability to retain key employees of Husky and CompoSecure, respectively and (iv) the validity of, and risks associated with, Husky’s and CompoSecure’s existing and future technologies, intellectual property, products, services and business models. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the Transaction, Morgan Stanley assumed that they have been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of CompoSecure of the future financial performance of Husky and CompoSecure. In addition, Morgan Stanley assumed that the Transaction will be consummated in accordance with the terms set forth in the Transaction Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that CompoSecure will obtain financing in accordance with the terms set forth in the Commitment Letter, and that the definitive Transaction Agreement will not differ in any material respect from the draft thereof furnished to Morgan Stanley.

Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Transactions, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Transactions. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and has relied upon, without independent verification, the assessment of Husky and CompoSecure and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Husky’s officers, directors or employees, or any class of such persons, relative to the Transaction Consideration to be paid to the Sellers in the Transactions.

Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Husky or CompoSecure, nor were they furnished with any such valuations or appraisals, upon which Morgan Stanley has relied without independent verification. Morgan Stanley did not express any view on, and the opinion did not address, any other term or aspect of the Transaction Agreement or the Transactions or any term or aspect of any other agreement or instrument contemplated by the Transaction Agreement or entered into or amended in connection therewith.

Morgan Stanley’s opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley, as of October 31, 2025. Events occurring after such date may affect this opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm this opinion.

Morgan Stanley’s opinion did not address the relative merits of the Transactions as compared to other business or financial strategies that might be available to CompoSecure, nor did it address the underlying business decision of CompoSecure to enter into the Transaction Agreement or proceed with any other transaction contemplated by the Transaction Agreement.

The reference ranges indicated by Morgan Stanley’s financial analyses are illustrative and not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities

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actually may be sold, which may depend on a variety of factors, many of which are beyond CompoSecure’s control and the control of Morgan Stanley. Much of the information used in, and accordingly the results of, Morgan Stanley’s analyses are inherently subject to substantial uncertainty.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion delivered to the Board on November 1, 2025 and the preparation of its written opinion dated November 2, 2025. The following summary is not a complete description of the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Unless otherwise indicated, the various analyses summarized below were based on closing prices for the CompoSecure Common Stock as of October 31, 2025, the last full trading day preceding the day of the special meeting of the Board to consider and approve the Transaction Agreement. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Furthermore, mathematical analysis is not in itself a meaningful method of using the data referred to below.

For purposes of the analyses summarized below, the implied value of the Transaction Consideration to be paid by CompoSecure was assumed to be $4.976 billion, consisting of $3.953 billion in cash consideration (assuming for such purposes that the adjustments to the cash consideration provided for in the Transaction Agreement would be equal to zero) and $1.023 billion in stock consideration, based on 55,297,297.3 shares of Common Stock issued multiplied by $18.50 per share.

Analysis Relating to Husky Technologies Limited

Comparable Company Analysis

Morgan Stanley performed a comparable company trading analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared, using publicly available information, certain future financial information for Husky with corresponding future financial information, ratios and public market multiples for publicly traded companies in the industrial equipment, machinery, and engineered-systems sectors that shared certain similar business and operating characteristics to Husky.

These companies were chosen based on Morgan Stanley’s knowledge of the industry and because they have businesses that may be considered similar to Husky’s business. Although none of such companies are identical or directly comparable to Husky, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that, for purposes of its analysis, Morgan Stanley considered similar to Husky.

For purposes of this analysis, for each of the selected publicly traded companies, Morgan Stanley analyzed the ratio of the aggregate value, which we refer to as AV, which Morgan Stanley defined as fully diluted equity value plus net debt and non-controlling interest, less equity method investments, of such company to its estimated earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, for each of calendar years 2025 and 2026, based on consensus research estimates. Morgan Stanley then applied selected AV/EBITDA multiple ranges derived from these peer companies to Husky’s projected 2025E and 2026E EBITDA, net of management fees paid by Husky to Resolute Holdings and burdened by SBC, which we refer to as Adjusted EBITDA, as provided in the financial projections prepared by CompoSecure management, which we refer to as the Husky Business Plan. CompoSecure’s management projected Adjusted EBITDA of $374 million for 2025E and $436 million for 2026E.

The comparable companies were grouped into two peer sets:

Industrial After Market and Consumable Peers: Nordson Corporation, Lincoln Electric Holdings, Inc., Donaldson Company, Inc., and ESAB Corporation.

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Food and Beverage-Oriented Machinery Peers: Sealed Air Corporation, JBT Marel Corporation, Hillenbrand Inc. (unaffected as of August 12, 2025), GEA Group AG, and Krones AG.

Morgan Stanley observed median AV/EBITDA multiples of approximately 14.4x for calendar year 2025 across Husky’s primary peer set. Applying selected multiple ranges derived from these companies (13.0x to 16.0x on 2025E EBITDA) to Husky’s projected Adjusted EBITDA, produced an implied aggregate enterprise-value range of approximately $4.864 billion to $5.986 billion. Morgan Stanley compared these ranges to the implied value of the Transaction Consideration of $4.976 billion, consisting of $3.953 billion in cash consideration and $1.023 billion in stock consideration, based on 55,297,297.3 shares of CompoSecure Common Stock issued multiplied by $18.50.

Morgan Stanley observed median AV/EBITDA multiples of approximately 12.8x for calendar year 2026 across Husky’s primary peer set. Applying selected multiple ranges derived from these companies (11.5x to 14.5x on 2026E EBITDA) to Husky’s projected Adjusted EBITDA, produced an implied aggregate enterprise-value range of approximately $5.013 billion to $6.321 billion. Morgan Stanley compared these ranges to the implied value of the Transaction Consideration of $4.976 billion, consisting of $3.953 billion in cash consideration and $1.023 billion in stock consideration, based on 55,297,297.3 shares of CompoSecure Common Stock issued multiplied by $18.50.

No company utilized in the comparable company analysis is identical to Husky. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters, many of which are beyond the control of Husky or CompoSecure. These include, among other things, comparable company growth, the impact of competition on the businesses of CompoSecure and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Husky or the industry, or in the financial markets in general. Mathematical analysis (such as determining the mean) is not in itself a meaningful method of using comparable company data.

Selected Precedent Transactions Analysis

Morgan Stanley performed a selected precedent transactions analysis, which is designed to imply a value of company based on publicly available financial terms of selected transactions. Morgan Stanley selected certain transactions since 2017 for which relevant financial information was publicly available. For these transactions, Morgan Stanley reviewed the consideration paid and calculated the ratio of the AV of each transaction to the EBITDA of the target company for the last twelve months, which we refer to as LTM EBITDA, based on publicly available financial information. Morgan Stanley reviewed the following transactions in connection with this analysis:

Date	Target	Acquiror
June 2017	Duravant LLC	Warburg Pincus LLC
December 2017	Husky Injection Molding Systems International Ltd.	Platinum Equity
January 2018	ProMach Group Inc	Leonard Green & Partners LP
July 2019	Milacron Holdings Corp.	Hillenbrand, Inc.
July 2019	Syntegon Technology	CVC Capital Partners
July 2020	IMA Group	BC Partners LLP
October 2021	Duravant LLC	Carlyle Group Inc.
November 2022	Liquibox	Sealed Air Corp
May 2023	ProMach Group Inc	BDT & MSD Partners
May 2023	Schenck Process Food and Performance Materials	Hillenbrand, Inc.
July 2023	IMA Group	BDT & MSD Partners & LGP
June 2024	Marel hf.	JBT Corporation
October 2024	Barnes Group Inc.	Apollo Global Management, Inc.

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Date	Target	Acquiror
February 2025	Milacron	Bain Capital
October 2025	Hillenbrand, Inc.	Lone Star Funds

These transactions varied significantly based upon company scale, product mix, and geography. Based on its professional judgment and taking into consideration, among other things, (i) the observed multiples for the selected transactions listed above (which indicated a median AV / LTM EBITDA multiple of 13.5x), (ii) the different business, financial and operating characteristics of the companies in such transactions as compared to Husky and (iii) the prevailing market trends for the valuation and performance of industrial-equipment and engineered-systems companies at the time of each transaction as compared to the then-current market conditions, Morgan Stanley selected a representative range of AV/LTM EBITDA multiples from 11.0x to 15.0x and applied this range of financial multiples to Husky Adjusted EBITDA, for the last twelve months of $363 million for the last twelve months as of September 30, 2025.

Based on this analysis, Morgan Stanley derived a range of aggregate enterprise values for Husky of approximately $3.988 billion and $5.438 billion. Morgan Stanley compared these ranges to the implied value of the Transaction Consideration of $4.976 billion, consisting of $3.953 billion in cash consideration and $1.023 billion in stock consideration, based on 55,297,297.3 shares of CompoSecure Common Stock issued multiplied by $18.50.

No company or transaction utilized in the precedent transaction analysis is identical to Husky or the Transactions. In evaluating the selected precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters, that are beyond the control of Husky, such as the impact of competition on the business of Husky or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Husky or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow, which we refer to as DCF, analysis for Husky, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of a company. Morgan Stanley calculated a range of implied aggregate values for Husky based on a discounted cash flow analysis of projected unlevered free cash flows derived from financial forecasts from the Husky Business Plan. Morgan Stanley calculated a terminal value for Husky as of September 30, 2025 by applying a range of perpetual growth rates of 2.5% to 3.5% to Husky’s projected terminal year unlevered free cash flow, assuming that terminal depreciation equaled terminal capital expenditures and that terminal amortization was zero. The unlevered free cash flows for the fourth quarter of 2025 and for the fiscal years 2026 through 2030 and the terminal value were then discounted to present value using a range of discount rates from 9.3% to 11.0% (which Morgan Stanley derived based on CompoSecure’s assumed weighted average cost of capital using its experience and professional judgment). This analysis indicated a range of implied enterprise values for Husky of approximately $4.917 billion to $6.961 billion. Morgan Stanley compared these ranges to the implied value of the Transaction Consideration of $4.976 billion, consisting of $3.953 billion in cash consideration and $1.023 billion in stock consideration, based on 55,297,297.3 shares of CompoSecure Common Stock issued multiplied by $18.50.

Analysis Relating to CompoSecure

Discounted Cash Flow Analysis

Morgan Stanley performed a DCF analysis for CompoSecure, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of a company. Morgan Stanley calculated a range of equity values per share for CompoSecure based on the estimated cash flows contained in the CompoSecure financial projections prepared by CompoSecure management, which we refer to as the CompoSecure Business Plan. Morgan Stanley relied on financial projections provided by the management of CompoSecure for calendar years 2025 through 2030. In arriving at the estimated equity values per share of CompoSecure common shares, Morgan Stanley calculated a

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terminal value as of September 30, 2025 by applying a range of perpetual growth rates ranging from 2.5% to 3.5%. The unlevered free cash flows from the fourth quarter of 2025 and for the calendar years 2026 through 2030 and the terminal value were then discounted to present values using a range of discount rates of 9.5% to 11.3% (which Morgan Stanley derived based on CompoSecure’s assumed weighted average cost of capital using its experience and professional judgment). Morgan Stanley assumed CompoSecure’s net cash balance to be approximately $75 million in order to arrive at a range of equity values and implied share prices.

The following table summarizes Morgan Stanley’s analysis:

Financial Statistic

Implied Equity
Value of
CompoSecure
($MM)

Implied Equity Value Per
Share of CompoSecure

2.5% – 3.5% perpetual growth rate, 9.5% – 11.3% discount rate

2,173 – $3,109

16.09 – $22.85

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the future implied value of a company’s common equity as a function of such company’s estimated future earnings and a theoretical range of trading multiples. The resulting estimated future implied value is subsequently discounted back to the present day at the company’s cost of equity in order to arrive at an illustrative estimate of the present value for the company’s theoretical future implied stock price.

As part of this analysis, Morgan Stanley calculated future ranges of implied equity values per share of CompoSecure common stock as of each of December 31, 2026, December 31, 2027, and December 31, 2028, respectively, and subsequently discounted each such theoretical future value range to arrive at an illustrative present value range of implied share prices for Common Stock as of September 30, 2025.

To calculate the future ranges of implied equity values, Morgan Stanley applied a next twelve month, which we refer to as NTM, AV/EBITDA multiple of 15.3x, derived by Morgan Stanley using its experience and professional judgment and representing CompoSecure’s current NTM multiple, to CompoSecure’s estimated NTM EBITDA as of each of December 31, 2026, December 31, 2027, and December 31, 2028, in each case based on the CompoSecure Business Plan, and then subtracted the amount of CompoSecure’s estimated net debt as of each date, respectively, as provided by CompoSecure’s management. Morgan Stanley then divided the resulting implied equity values by CompoSecure’s fully diluted shares outstanding, as provided by CompoSecure’s management, to derive ranges of future implied equity values per share. Morgan Stanley then discounted the resulting implied equity values per share to September 30, 2025 at a discount rate equal to 10.8%, which discount rate was selected by Morgan Stanley based upon its professional judgment and taking into account CompoSecure’s assumed cost of equity of 10.8%.

Based on this analysis, Morgan Stanley derived a range of implied equity values per share of CompoSecure Common Stock of $23.80 to $26.17.

Morgan Stanley compared this equity value per share range to the closing trading price of Common Stock on October 31, 2025, the last trading day prior to the date of Morgan Stanley’s presentation to the Board, of $19.86.

Pro Forma Combined Company Analysis

Discounted Equity Value Analysis

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Morgan Stanley also performed a discounted equity value analysis pro forma for the Transactions. As part of this analysis, Morgan Stanley calculated future ranges of implied equity values per share of Common Stock pro forma for the Transactions as of each of December 31, 2026, December 31, 2027 and December 31, 2028, respectively, and subsequently discounted each such theoretical future value range to arrive at an illustrative present value range of implied share prices for Common Stock pro forma for the Transaction as of September 30, 2025.

To calculate the future ranges of pro forma implied equity values, Morgan Stanley applied a range of NTM AV/EBITDA multiples of 15.3x to 16.3x, derived by Morgan Stanley using its experience and professional judgment, to CompoSecure’s estimated NTM AV/EBITDA, pro forma for the Transactions, as of each of December 31, 2026, December 31, 2027 and December 31, 2028, respectively, in each case based on the pro forma financial projections provided by CompoSecure management, and then subtracted the amount of CompoSecure’s estimated net debt pro forma for the proposed transaction as of each date, respectively, as provided by CompoSecure’s management. Morgan Stanley then divided the resulting pro forma implied equity values by CompoSecure’s pro forma fully diluted shares outstanding (as adjusted for newly issued shares in the Transactions) to derive ranges of future pro forma implied equity values per share. Morgan Stanley then discounted the resulting pro forma implied equity values per share to September 30, 2025 at a discount rate equal to 11.0%, which discount rate was selected by Morgan Stanley based upon its professional judgment and cost of equity of 11.0%, representing the midpoint between CompoSecure and Husky.

Based on this analysis, Morgan Stanley derived a range of pro forma implied equity values per share of Common Stock of $27.83 to $34.03.

Morgan Stanley compared this pro forma implied equity value per share range to the stand-alone implied equity values per share of Common Stock, as described above under “— Analyses Relating to CompoSecure — Discounted Equity Value Analysis.” Based on this analysis, the Transactions would be accretive to CompoSecure’s discounted equity value per share at the value implied by the discounted equity value analysis.

Discounted Cash Flow Accretion Analysis

Morgan Stanley performed a discounted cash flow accretion analysis, which is designed to compare the implied equity value to current shareholders of CompoSecure on a standalone basis based on a DCF analysis for CompoSecure with the implied equity value to current shareholders of CompoSecure pro forma for the Transactions based on DCF analyses for CompoSecure and Husky. In this analysis, Morgan Stanley utilized the midpoint implied aggregate values derived from the discounted cash flow analysis for CompoSecure as described under “— Analysis Relating to CompoSecure — Discounted Cash Flow Analysis” and the discounted cash flow analysis for Husky as described under “— Analysis Relating to Husky Technologies Limited — Discounted Cash Flow Analysis”, in order to assess the implied change in equity value on a fully diluted basis to the current CompoSecure shareholders pro forma for the Transactions.

The analysis used a September 30, 2025 valuation date and a 5.25-year discounted cash flow applying mid-year discounting convention. Morgan Stanley applied mid-point weighted average costs of capital of 10.4% for CompoSecure and 10.2% for Husky and mid-point perpetuity growth rate of 3.0% for both companies. Terminal depreciation was assumed to be equal to terminal capital expenditures, and stock-based compensation was treated as a cash expense. No synergies were assumed in this analysis.

Morgan Stanley adjusted the total pro forma implied aggregate value based on DCF analyses for CompoSecure and Husky by the estimated pro forma net debt of CompoSecure and Husky to arrive at a total implied pro forma equity value. Morgan Stanley then calculated the pro forma equity ownership of the current CompoSecure shareholders based on the pro forma fully diluted shares outstanding (as adjusted from the Transactions) and applied this to the total implied pro forma equity value, which yielded a result of $2.854 billion. This equity value compared with an equity value on a standalone basis to the current shareholders of CompoSecure of $2.551 billion, representing an 11.9% uplift.

General

In connection with the review of the Transactions by the Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial

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opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Husky or CompoSecure. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Husky or CompoSecure. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view to CompoSecure of the Transaction Consideration to be paid by CompoSecure pursuant to the Transaction Agreement and in connection with the delivery of its opinion, dated November 2, 2025, to the Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of CompoSecure Common Stock might actually trade.

The Transaction Consideration to be paid by CompoSecure pursuant to the Transaction Agreement was determined through arm’s-length negotiations between Husky and CompoSecure and was approved by the Board. Morgan Stanley provided advice to the Board during these negotiations but did not, however, recommend any specific consideration to CompoSecure or the Board or that any specific consideration constituted the only appropriate consideration for the Transactions.

Morgan Stanley’s opinion and its presentation to the Board was one of many factors taken into consideration by the Board in deciding to approve, adopt and authorize the Transaction Agreement and the Transactions. Consequently, the analyses described above should not be viewed as determinative of the opinion of the Board with respect to the Transaction Consideration pursuant to the Transaction Agreement or of whether the Board would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The Board retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Morgan Stanley’s securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of Husky, CompoSecure, or any other company, or any currency or commodity, that may be involved in the Transactions, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided the Board with financial advisory services and a fairness opinion, described in this section and attached to this proxy statement as Annex H, in connection with the Transactions, and CompoSecure has agreed to pay Morgan Stanley a fee for its services of $20 million, $2 million of which was payable as of Morgan Stanley’s delivery of its fairness opinion and the remainder of which is payable if the Transactions are consummated. CompoSecure has also agreed to reimburse Morgan Stanley for certain of its expenses, including reasonable fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, CompoSecure has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees and agents, and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages and liabilities, including liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement.

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As of the disclosure date, Morgan Stanley or an affiliate thereof is a lender to Platinum and/or certain of its affiliates with respect to revolving credit facilities. Morgan Stanley is also mandated on certain financial advisory and financing assignments for Platinum and/or certain of its affiliates unrelated to the Transactions, for which we would expect to receive customary fees if such transactions are completed. Such fees could be greater, in the aggregate, than the fees Morgan Stanley would receive from CompoSecure in the Transactions. Morgan Stanley may also seek to provide financial advisory and financing services to CompoSecure and Husky and their respective affiliates in the future and would expect to receive fees for the rendering of these services. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with CompoSecure in connection with the Transactions, may have committed and may commit in the future to invest in private equity funds managed by Platinum.

As of October 29, 2025, so far as Morgan Stanley is aware, Morgan Stanley holds an aggregate interest of less than 1% in CompoSecure Common Stock, less than 1% in the common stock of Resolute Holdings, and less than 1% in the common stock of Platinum and its related entities, which interests are held in connection with Morgan Stanley’s (i) investment management business, (ii) wealth management business, including client discretionary accounts or (iii) ordinary course trading activities, including hedging activities.

Expected Timing of the Transactions

CompoSecure currently anticipates that the Transactions will be completed in the first quarter of 2026, but cannot be certain when or if the conditions to the Transactions will be satisfied or, to the extent permitted, waived. The Transactions cannot be completed until the conditions set forth in the Transaction Agreement are satisfied (or, to the extent permitted, waived).

Interests of CompoSecure’s Affiliates in the Transactions

In considering the recommendation of the Board with respect to the Stock Issuance Proposal, CompoSecure Stockholders should be aware that certain directors and executive officers of CompoSecure may have interests in the Transactions that may be different from, or in addition to, the interests of CompoSecure Stockholders generally. The Board was aware of and considered these interests, among other matters, when they approved the Transaction Agreement and other transaction documents and recommended that CompoSecure stockholders approve the Stock Issuance.

In connection with the Closing, Forge Holdings, which will hold, directly or indirectly, the business of Husky following the Closing, will enter into the Husky Management Agreement (as defined below), pursuant to which Resolute Holdings will provide management and other related services to such subsidiary and Husky in exchange for payment of quarterly management fees. Because certain of CompoSecure’s directors are directors of, or otherwise associated with, Resolute Holdings, such individuals may benefit from such increases in a manner that differs from the interests of CompoSecure Stockholders generally.

Additionally, certain directors of CompoSecure and its affiliates, together with members of their immediate family, have entered into Purchase Agreements with CompoSecure and intend to participate in the Private Placement. Such Purchase Agreements are identical to those entered into between CompoSecure and the other individual investors participating in the Private Placement who are not also directors of CompoSecure, and the issuance of shares of CompoSecure Common Stock to these directors in the Private Placement was approved by the Audit Committee of the Board pursuant to the Company’s related party transactions policy. The aggregate amount of PIPE Shares issued to such related parties will be approximately 957,000, less than 1% of the outstanding shares of CompoSecure Common Stock prior to and immediately following the Closing.

The Voting Agreement

In connection with the Transaction Agreement, CompoSecure entered into the Voting Agreement with entities affiliated with Platinum and the Voting Stockholders, pursuant to which, such CompoSecure Stockholders have agreed, among other things, to vote all of their shares of CompoSecure Common Stock in favor of the Stock Issuance.

For additional information, see the section entitled “The Voting Agreement.”

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The Investor Rights Agreement

The Investor Rights Agreement to be entered into at Closing provides that CompoSecure is required to take all necessary actions to cause Louis Samson and Delara Zerrabi to be appointed to the Board immediately following the Closing. The Investor Rights Agreement will provide the PE Sellers with the right to propose for nomination two directors for election to the Board if they and their affiliates collectively beneficially own at least 10% of the outstanding shares of CompoSecure Common Stock, and one director if they and their affiliates collectively beneficially own less than 10%, but more than or equal to 5%, of the outstanding shares of CompoSecure Common Stock, in each case subject to certain qualification requirements for such directors. Under the terms of the Investor Rights Agreement, the PE Sellers will also be subject to a lock-up period of 90 days from the Closing, subject to early release by CompoSecure.

For additional information, see the section entitled “The Investor Rights Agreement.”

OTHER TRANSACTION DOCUMENTS

The following is a summary of certain material terms and provisions of the Registration Rights Agreement, the Husky Management Agreement and the Amendment to the A&R Waiver Agreement. This summary is qualified in its entirety by the complete text of the Registration Rights Agreement, the Husky Management Agreement and the Amendment to the A&R Waiver Agreement, forms of which are included as Annex D, Annex E and Annex F, respectively, of this proxy statement and incorporated by reference herein. All stockholders of CompoSecure are urged to read the full agreements carefully and in their entirety, as well as this proxy statement, before making any decisions regarding the Transaction Agreement and the Transactions.

The Registration Rights Agreement

In the Transaction Agreement, entities affiliated with Platinum and CompoSecure have agreed to enter into the Registration Rights Agreement, which, among other things, provides for customary shelf, demand and piggyback registration rights to the PE Sellers and their affiliates.

The Husky Management Agreement

In connection with the Closing, Forge Holdings, which will hold, directly or indirectly, the business of Husky following the Closing, will enter into the Husky Management Agreement with Resolute Holdings, pursuant to which Resolute Holdings will provide management and other related services to Forge Holdings and Husky in exchange for payment of quarterly management fees. The Husky Management Agreement will be on substantially the same form as the CompoSecure Management Agreement.

Amendment to the A&R Waiver Agreement

In connection with the Closing, Resolute Compo Holdings, Tungsten and the Company will enter into the Amendment, pursuant to which the parties will agree that in the event the Board rescinds the Board Size Requirement Waiver (as defined therein), the Board will adopt resolutions increasing the size of the Board to allow the PE Sellers to continue to exercise their nomination rights under the Investor Rights Agreement.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

On November 2, 2025, CompoSecure entered into the Transaction Agreement with entities affiliated with Platinum pursuant to which CompoSecure will combine with Husky. In conjunction with the closing of CompoSecure’s planned business combination with Husky, Husky will enter into the Husky Management Agreement pursuant to which Resolute Holdings Management, Inc. (“Resolute Holdings”) will manage the day-to-day business and operations and oversee the strategy of Husky and its controlled affiliates, for a fee. The Husky Management Agreement will grant Resolute Holdings control over Husky, which will result in CompoSecure accounting for the acquired ownership interest in Husky under the equity method of accounting. See Note 2 below for additional information on the basis of presentation.

The following unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X.

The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025, the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2024 and the Unaudited Interim Condensed Consolidated Statement of Operations for the period ended September 30, 2025 give effect to the following (collectively, as used in this section, the “Transactions”):

•

the impact of the Transaction Agreement entered into in connection with the combination by CompoSecure, for cash and stock consideration, of a 100% interest in Husky;

•

the impact of the Husky Management Agreement;

•

the deconsolidation of CompoSecure Holdings, L.L.C. (“CompoSecure Holdings”) as a result of the entry by CompoSecure Holdings and Resolute Holdings into the CompoSecure Management Agreement in connection with the spin-off of Resolute Holdings pursuant to the Separation and Distribution Agreement with Resolute Holdings (the “Spin-Off”), each entered into on February 28, 2025;

•

other adjustments described in the notes to the unaudited pro forma condensed financial statements.

These pro forma financial statements, including the related assumptions and adjustments described in the notes thereto, are referred to as the Unaudited Pro Forma Financial Statements. See Note 1 below for additional information related to the acquired Husky interests.

The historical financial statements of CompoSecure and Husky have been adjusted in the accompanying unaudited pro forma consolidated financial statements to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Transactions in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable.

The unaudited pro forma condensed balance sheet as of September 30, 2025 reflects the Transactions as if they occurred on such date. The unaudited pro forma condensed statements of operations for the twelve months ended December 31, 2024 reflect the Transactions as if they occurred on January 1, 2024, the beginning of the Company’s most recently completed fiscal year. The unaudited pro forma condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2024 which can be found in the Company’s annual report for the year ended December 31, 2024 filed on Form 10-K with the SEC on March 5, 2025; the unaudited consolidated financial statements of the Company for the period ended September 30, 2025 which can be found in the Company’s quarterly report for the quarterly period ended September 30, 2025 filed on Form 10-Q with the Securities and Exchange Commission on November 3, 2025; and the audited consolidated financial statements of Husky for the year ended December 31, 2024 and the unaudited condensed consolidated financial statements of Husky for the period ended September 30, 2025 included elsewhere in this proxy statement.

The unaudited pro forma condensed financial statements below are for illustrative and informational purposes only and do not purport to represent what our financial position and results of operations would

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2025
($ in thousands)

	Historical CompoSecure as of 9/30/2025			Pro Forma Adjustments				Other Transaction Adjustments				Pro Forma CompoSecure
Assets
Current Assets:
Cash and cash equivalents		$	127,362		$	(116,500)	A		$	—			$	10,862
Accounts receivable			—			—				—				—
Inventories, net			—			—				—				—
Prepaid expenses and other current assets			4,665			—				—				4,665
Total Current Assets			132,027			(116,500)				—				15,527
Property & equipment, net			—			—				—				—
Right-of-use asset – operating leases			—			—				—				—
Deferred tax asset			289,152			—				—				289,152
Derivative asset – interest rate swap			—			—				—				—
Equity method investment			84,296			3,221,525	B			(11,945)	D			3,293,876
Deposits and other assets			—			—				—				—
Total Assets		$	505,475		$	3,105,025			$	(11,945)			$	3,598,555
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Accounts payable		$	1,518		$	—			$	—			$	1,518
Accrued expenses			40,841			—				—				40,841
Bonus payable			—			—				—				—
Commission payable			—			—				—				—
Current portion of long-term debt			—			—				—				—
Current portion of lease liabilities – operating leases			—			—				—				—
Current portion of earnout consideration liability			—			—				—				—
Current portion of tax receivable agreement liability			16,103			—				—				16,103
Total Current Liabilities			58,462			—				—				58,462
Long-term debt, net of deferred financing costs			—			—				—				—
Warrant liability			41,427			—				—				41,427
Lease liabilities – operating leases			—			—				—				—
Tax receivable agreement liability			253,117			—				—				253,117
Total Liabilities			353,006			—				—				353,006
Commitments and Contingencies
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding			—			—				—				—
Class A common stock			12			17	C			—				29
Treasury shares			(12,247)			—				—				(12,247)
Additional paid-in-capital			659,319			3,105,008	C			—				3,764,327
Accumulated other comprehensive (loss) income			(206)			—				—				(206)
Accumulated deficit			(494,409)			—				(11,945)	D			(506,354)
Total Stockholders’ Equity (Deficit)			152,469			3,105,025				(11,945)				3,245,529
Total Liabilities and Stockholders’ Equity (Deficit)		$	505,475		$	3,105,025			$	(11,945)			$	3,598,555

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Unaudited Pro Forma Condensed Combined Income Statement
For the Year Ended December 31, 2024
($ in thousands)

	Historical CompoSecure as of 12/31/2024			Pro Forma Adjustments				Other Transaction Adjustments				Pro Forma CompoSecure
Net sales		$	420,571		$	—			$	(420,571)	F		$	—
Cost of sales			201,344			—				(201,344)	F			—
Gross Profit			219,227			—				(219,227)				—
Operating expenses:
Selling, general, and administrative expenses			111,605			—				(92,545)	F			19,060
Income from Operations		$	107,622		$	—			$	(126,682)			$	(19,060)
Other (expense) income
Revaluation of warrant liability			(95,937)			—				—				(95,937)
Revaluation of earnout consideration liability			(76,305)			—				—				(76,305)
Change in fair value of derivative liability – convertible notes redemption make-whole provision			425			—				(425)	F			—
Interest expense			(20,176)			—				20,176	F			—
Interest income			4,648			—				(4,579)	F			69
Loss on extinguishment of debt			(148)			—				148	F			—
Amortization of deferred financing costs			(1,104)			—				1,104	F			—
Other income			—			—				—				—
Total other (expense) income, net			(188,597)			—				16,424				(172,173)
(Loss) income before income taxes			(80,975)			—				(110,258)				(191,233)
Income tax (expense) benefit			(2,187)			—				2,868	J			681
(Loss) income before earnings in equity method investment			(83,162)			—				(107,390)				(190,552)
Earnings in equity method investment			—			(131,629)	E			97,100	G			(34,529)
Net income (loss)		$	(83,162)		$	(131,629)			$	(10,290)			$	(225,081)
Income attributable to non-controlling interest		$	(29,443)			—				29,443				—
Income attributable to CompoSecure		$	(53,719)			(131,629)				(39,733)			$	(225,081)
Net Net income per share attributable to common stockholders
Basic		$	(1.22)										$	(1.10)
Diluted		$	(1.22)										$	(1.10)
Weighted average shares used to compute net income per share attributable to common stockholders
Basic			44,012			161,353	C							205,365
Diluted			44,012			161,353	C							205,365

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Unaudited Pro Forma Condensed Combined Income Statement
For the Nine Months Ended September 30, 2025
($ in thousands)

	Historical CompoSecure as of 9/30/2025			Pro Forma Adjustments				Other Transaction Adjustments				Pro Forma CompoSecure
Net sales		$	59,824		$	—			$	(59,824)	H		$	—
Cost of sales			31,075			—				(31,075)	H			—
Gross Profit			28,749			—				(28,749)				—
Operating expenses:
Selling, general, and administrative expenses			35,300			—				(30,459)	H			4,841
Income from Operations		$	(6,551)		$	—			$	1,710			$	(4,841)
Other (expense) income
Revaluation of warrant liability			(152,782)			—				—				(152,782)
Revaluation of earnout consideration liability			(57,101)			—				—				(57,101)
Change in fair value of derivative liability – convertible notes redemption make-whole provision			—			—				—				—
Interest expense			(1,688)			—				1,688	H			—
Interest income			523			—				(507)	H			16
Loss on extinguishment of debt			—			—				—				—
Amortization of deferred financing costs			(74)			—				74	H			—
Other income			—			—				—				—
Total other (expense) income, net			(211,122)			—				1,255				(209,867)
(Loss) income before income taxes			(217,673)			—				2,965				(214,708)
Income tax (expense) benefit			(55,046)			—				461	J			(54,585)
(Loss) income before earnings in equity method investment			(272,719)			—				3,426				(269,293)
Earnings in equity method investment			93,390			(87,707)	E			(5,081)	I			602
Net income (loss)		$	(179,329)		$	(87,707)			$	(1,655)			$	(268,691)
Income attributable to non-controlling interest		$	—			—				—				—
Income attributable to CompoSecure		$	(179,329)			(87,707)				(1,655)				(268,691)
Net income per share attributable to common stockholders
Basic		$	(1.70)											(1.01)
Diluted		$	(1.70)											(1.01)
Weighted average shares used to compute net income per share attributable to common stockholders
Basic			105,280			161,353	C							266,633
Diluted			105,280			161,353	C							266,633

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Note 1. Combination with Husky Technologies Limited

Under the terms of the Transaction Agreement, the Company will combine with Husky for aggregate consideration of approximately $3.953 billion in cash and 55,297,297 shares of CompoSecure Common Stock, subject to the adjustments set forth in the Transaction Agreement.

On November 2, 2025, concurrently with the execution of the Transaction Agreement, and in order to fund a portion of the cash consideration, the Company also entered into purchase agreements (together, the “Purchase Agreements”) with certain institutional and other investors named therein (collectively, the “Investors”) pursuant to which the Company agreed to issue and sell to the Investors in a private placement (collectively, the “Private Placement”) an aggregate of 106,056,083 million shares of CompoSecure Common Stock (the “PIPE Shares”), at a purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion.

Husky is a leading global supplier of engineered equipment and aftermarket services. The company’s products are used to manufacture a wide range of plastic products, including beverage and food containers, medical devices and consumer electronic parts. Husky provides comprehensive and integrated systems solutions that are comprised of injection molding machines, molds, hot runners, controllers, and auxiliaries. Husky has more than 30 locations globally, supporting customers in over 140 countries.

Note 2. Basis of Presentation

The Unaudited Pro Forma Financial Statements and related notes are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

CompoSecure and Husky’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars.

Variable Interest Entities

Upon completion of the Transactions and entering into the Husky Management Agreement, the Company will have a variable interest in Husky. Husky will be considered a variable interest entity (“VIE”), as the Company will be the sole holder of Husky’s equity investment risk, but will not be able to direct the activities that most significantly impact Husky’s economic performance, due to the Husky Management Agreement. The Company has assessed that upon entering into the Husky Management Agreement with Resolute Holdings, Husky will be a VIE for which the Company is not the primary beneficiary, as the Company will not have the power to direct the activities of Husky that most significantly impact its economic performance. Therefore, the results of operations and cash flows of the Company’s wholly owned subsidiary, CompoSecure Holdings, and the operating companies which are its subsidiaries, are not consolidated in the financial statements of the Company and are instead accounted for under the equity method of accounting.

Under the equity method of accounting, the financial information of Husky is not expected to be reflected within the Company’s consolidated financial statements. The Company’s share of the earnings of Husky is expected to be reported in a single line item within the Company’s consolidated statements of operations and cash flows as earnings from equity method investments. The carrying value of the Company’s investment in Husky is expected to be reported in the Company’s consolidated balance sheets as equity method investment. This equity method investment is expected to be increased (decreased) by the Company’s share of the earnings (losses) of Husky and is expected to also be decreased by the Company’s share of dividends declared by Husky from time to time (if any).

Note 3. Pro Forma Adjustments

The following adjustments are included in the Unaudited Pro Forma Condensed Consolidated Balance Sheet and the Unaudited Pro Forma Condensed Consolidated Statements of Operations to reflect the estimated impact of the Transactions on the historical combined results of the Company and Husky.

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(A)

Adjustment to reflect the payment of transaction costs of $116.5 million as part of the effectuation of the Transaction Agreement.

(B)

Adjustment to reflect the fair value of consideration transferred by CompoSecure to increase its investment in CompoSecure Holdings.

	For the nine months ended September 30, 2025
Common stock consideration		$	1,142,989
Private Placement transaction			1,962,036
Transaction costs			116,500
Increase in investment			3,221,525

(C)

Adjustment to reflect the issuance of 106,056,083 shares in the Private Placement transaction expected to fund the cash portion of the consideration. Additionally, includes the 55,297,297 shares to be issued pursuant to the Transaction Agreement as part of the consideration for the Transaction.

	As of September 30, 2025 (in $ thousands)
Private Placement transaction:
PIPE Shares		106,056
Share Price (par value $0.0001)		18.50
Private Placement transaction		1,962,036
Husky’s stock consideration:
Number of Shares		55,297
Share Price (par value $0.0001, closing price as of 11/7/2025)		20.67
Stock consideration		1,142,989
Total Adjustment to Class A Common Stock and Additional paid-in-capital		3,105,025
Total number of pro forma shares issued		161,353

(D)

Adjustment to reflect the impact to accumulated deficit resulting from incremental management fee charges to CompoSecure Holdings by Resolute Holdings, net of tax effects, as a result of the deconsolidation of CompoSecure Holdings due to the Spin-Off transaction.

(E)

Adjustment to record the earnings in equity method investment after adjusting for the impacts of basis differences between the historical carrying value and fair value, amongst other adjustments, for the period ended December 31, 2024 and September 30, 2025.

The following table presents the calculation of Adjustment to reflect the excess of the allocated fair value of $2.111 million over the Company’s 100% interest of Husky’s historical Total Equity.

	For the nine months ended September 30, 2025
Fair value of consideration transferred(i)		$	3,546,121
Less: Husky’s historical net assets(ii)			1,435,100
Fair value adjustment			2,111,021
Basis difference to be allocated to:
Intangible assets, net			939,404
Goodwill			1,171,617

(i)

Fair value of the total consideration transferred by CompoSecure Holdings to effect its investment in Husky:

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Common stock consideration	$	1,142,989
Paydown of Husky senior secured notes		1,000,000
Paydown of Husky PIK preferred equity		536,500
Cash consideration		750,132
Transaction costs		116,500
Fair value of consideration transferred		3,546,121

(ii)

Husky’s September 30, 2025 historical net assets were adjusted for the following pro forma amounts:

	For the nine months ended September 30, 2025
Husky’s historical net assets		$	399,100
Add back: Paydown of Husky debt, net of unamortized issuance discount and transaction costs			990,000
Add back: Derivative associated with Husky PIK equity settled by CompoSecure			46,000
Adjusted Husky net assets			1,435,100

The following table presents adjustments to the historical Husky Statement of Operations for the period ended December 31, 2024 to reflect the impact of the estimated basis differences associated with its recording as an equity method investee of CompoSecure Holdings as part of the Transactions.

	For the year ended December 31, 2024
Husky’s historical net income (loss) attributable to common equity holders(iii)		$	12,200
Amortization of basis differences			(62,627)
Husky Management Agreement fee			(40,203)
Tax effects of adjustments			(40,999)
Earnings in equity method investment of Husky			(131,629)

(iii)

Husky’s December 31, 2024 historical net income (loss) attributable to common equity holders were adjusted for the following pro forma amounts:

	For the year ended December 31, 2024
Husky’s historical net income (loss) attributable to common equity holders		$	(278,700)
Adjustment for interest expense associated with the paydown of Husky senior secured notes			84,400
Adjusted to eliminate income statement effects of Husky PIK preferred equity settled by CompoSecure			206,500
Adjusted Husky historical net income (loss) attributable to common equity holders			12,200

The following table presents adjustments to the historical Husky Statement of Operations for the period ended September 30, 2025 to reflect the impact of the estimated basis differences associated with its recording as an equity method investee of CompoSecure Holdings as part of the Transactions.

	For the nine months ended September 30, 2025
Husky’s historical net income (loss) attributable to common equity holders(iv)		$	(11,300)
Amortization of basis differences:			(46,970)
Husky Management Agreement fee			(31,418)
Tax effects of adjustments			1,981
Earnings in equity method investment of Husky			(87,707)

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(iv)

Husky’s September 30, 2025 historical net income (loss) attributable to common equity holders were adjusted for the following pro forma amounts:

	For the nine months ended September 30, 2025
Husky’s historical net income (loss) attributable to common equity holders		$	(80,600)
Adjustment for interest expense associated with the paydown of Husky senior secured notes			69,300
Adjusted Husky historical net income (loss) attributable to common equity holders			(11,300)

(F)

Adjustment to deconsolidate CompoSecure Holdings (and its subsidiaries) from the Company as if the Spin-Off and entry into the CompoSecure Management Agreement occurred as of January 1, 2024.

(G)

Adjustment to reflect the: a) adjustment of $110 million for deconsolidation of CompoSecure Holdings (and its subsidiaries) from the Company as if the Spin-Off and entry into the CompoSecure Management Agreement occurred as of January 1, 2024; and b) the quarterly management fee charged to CompoSecure Holdings by Resolute Holdings as a result of the CompoSecure Management Agreement. For the period of January 1, 2024 through December 31, 2024, the pro-forma CompoSecure Management Agreement fee was $13 million.

(H)

Adjustment to deconsolidate CompoSecure Holdings (and its subsidiaries) from the Company as if the Spin-Off and entry into the CompoSecure Management Agreement occurred as of January 1, 2025.

(I)

Adjustment to reflect: a) adjustment of $3 million for deconsolidation of CompoSecure Holdings (and its subsidiaries) from the Company as if the Spin-Off and entry into the CompoSecure Management Agreement occurred as of January 1, 2025; and b) the incremental quarterly management fee charged to CompoSecure Holdings by Resolute Holdings as a result of the CompoSecure Management Agreement. For the period of January 1, 2025 through September 30, 2025, the pro-forma CompoSecure Management Agreement fee was $10 million, of which only $8 million was expensed requiring a pro-forma adjustment of $2 million.

(J)

Adjustment to tax effect the adjustments at a statutory rate of 22%.

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DESCRIPTION OF HUSKY’S BUSINESS

Overview

Since being founded in 1953, Husky has focused on developing highly technical precision technologies instrumental in the delivery of food, beverage, medical device and other applications essential for everyday life. Husky is a leading global provider of highly engineered injection molding technology solutions and services, including Polyethylene Terephthalate (“PET”) systems, and aftermarket parts and tooling, as well as a leading global mold maker, serving consumer packaging end markets. Husky serves approximately 4,000 customers in approximately 140 countries through its global sales and service network, with technicians located in over 50 countries. Husky provides comprehensive and integrated system solutions that are comprised of injection molding machines, molds, hot runners and controllers. Husky also provides aftermarket services and spare parts to its large global installed base consisting of more than 6,000 fully-integrated PET systems as of September 30, 2025. Husky operates manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China and India.

Approximately 75% of Husky’s sales is recurring in nature, driven by its comprehensive aftermarket offerings underpinned by its Advantage+Elite remote asset monitoring and proactive service model. Due to the size of its installed base, Husky continues to see increased demand for its aftermarket spare parts, tooling and services. Husky’s installed base has grown year after year through additional system sales, which represent the remaining approximately 25% of its sales. Husky offers a premium solution through the integration of systems, molds (tooling), and hot runners and controllers bundled together as a complete offering for its customers.

Husky primarily focuses on beverage, food, and medical end markets where it offers the full spectrum of injection molding technology systems and services. Husky provides solutions that are instrumental in the delivery of consumer and medical applications essential for everyday life, including beverage and food containers, medical devices and consumer electronic parts.

Husky’s customer base is diversified, with no customer representing more than 10% of its sales and its top ten customers representing approximately 30% of its sales for the year ended December 31, 2024.

Geographic Information

Husky is managed on a worldwide basis, but operates in four principal geographical areas, North America, which includes Canada and the U.S.; Latin America, which includes Mexico and Central and South America; EMEA, which includes Europe, the Middle East, Africa and the Commonwealth of Independent States; and Asia Pacific, which includes Japan, China, India, Singapore, Australia and New Zealand. The following tables summarizes Husky’s revenue based on the region in which the revenue is transacted, and intellectual property is located. Assets are based on the geographic locations of the assets.

Year ended December 31, 2024	Canada			Luxembourg			United States			China			Rest of the Word			Total
Revenue		$	20.0		$	4.7		$	412.9		$	197.6		$	859.3		$	1,494.5
Non-current assets		$	151.2		$	79.9		$	76.2		$	42.7		$	26.1		$	376.1

Year ended December 31, 2023	Canada			Luxembourg			United States			China			Rest of the Word			Total
Revenue		$	23.3		$	8.7		$	481.5		$	175.3		$	828.3		$	1,517.1
Non-current assets		$	158.5		$	87.9		$	79.0		$	45.7		$	29.7		$	400.8

Year ended December 31, 2022			Canada						Luxembourg						United States						China						Rest of the Word						Total
Revenue				$	24.3					$	2.1					$	481.0					$	191.2					$	715.9					$	1,414.5

Geographic Risk

Husky’s significant international operations subject it to risks associated with operating in foreign jurisdictions, such as unfavorable political, regulatory, economic, labor and tax conditions. Husky is a global business with a significant portion of our operations and revenue outside of North America.

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potential imposition of restrictions on investments;

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requirements of foreign laws and other governmental controls, including trade and labor restrictions and related;

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laws that reduce the flexibility of Husky’s business operations;

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the imposition by the U.S. government and foreign governments of trade barriers such as tariffs, quotas, preferential bidding and import restrictions;

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potential staffing difficulties and labor disputes;

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managing and obtaining support and distribution for local operations;

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increased costs of transportation or shipping;

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credit risk and financial conditions of local customers and distributors;

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risk of nationalization of private enterprises by foreign governments;

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potential adverse tax consequences; and

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potential difficulties in protecting intellectual property.

Husky may be subject to unanticipated income taxes, excise duties, import taxes, export taxes, value added taxes, or other governmental assessments, and taxes may be impacted by changes in legislation in the tax jurisdictions in which we operate. In addition, our organizational and capital structure may limit its ability to transfer funds between countries without incurring adverse tax consequences. Any of these events could result in a loss of business or other unexpected costs that could reduce revenue or profits and have a material adverse effect on Husky’s financial condition, results of operations and cash flows.

Warranty

Husky provides warranties for general repairs of defects that existed at the time of sale, as required by law. Husky offers both assurance and non-assurance service-type warranties. Service-type warranties include extended protection plans (“EPP”) for new equipment for a period beyond the period covered by the assurance warranty. EPP are sold and priced separately and recognized evenly over the life of the warranty.

Derivatives and Hedging Activities

Husky uses forward contracts to hedge certain foreign currency exposures. Husky does not use derivative financial instruments for speculative purposes. Currently, Husky is applying cash flow hedges only for foreign currencies.

Corporate Information

Husky Technologies Limited was incorporated on March 5, 2018, under the laws of the Province of British Columbia, Canada. Husky is indirectly owned by investment vehicles of certain private investment funds sponsored by Platinum. Husky’s principal executive offices are located at 500 Queen Street, Bolton, Ontario, Canada, L7E 5S5 and its telephone number is (905) 951-5000.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this section, the term “Husky” and the “company” refers collectively to Husky Technologies Limited and its consolidated subsidiaries. The following discussion summarizes the significant factors affecting Husky’s operating results, financial condition, liquidity, and cash flows as of and for the periods presented below. The statements in this management’s discussion and analysis of financial condition and results of operations contains forward-looking statements regarding industry outlook, Husky’s expectations regarding its performance, liquidity and capital resources and other non-historical statements that are based on management’s current expectations, estimates and projections about Husky’s business and operations. Actual results may differ materially from those contained in, or implied by, any forward-looking statements. These forward-looking statements are subject to numerous known and unknown risks and uncertainties, including but not limited to, the risks and uncertainties described below under the headings “Factors Affecting Results of Operations”, “Market Trends and Conditions” and “Quantitative and Qualitative Disclosures about Market Risk”, sections of this document.

Husky’s consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All amounts are in U.S. dollars except where otherwise indicated. See “Basis of Presentation.”

Overview

Husky is a leading global provider of interconnected technology solutions and services serving attractive consumer packaging end markets and of highly engineered injection molding technology solutions and services as well as a leading global mold maker.

Husky’s products are used to manufacture a wide range of consumer packaging products, including beverage and food containers, medical devices and consumer electronic parts. Husky uses its expertise in injection molding tooling solutions to assist Husky’s customers with new product launches. Husky’s management intends to proactively manage the replacement cycle for existing clients by delivering technically superior products with the lowest total cost of ownership and delivering them with best-in-class lead times.

Husky provides comprehensive and integrated system solutions that are comprised of injection molding machines, molds, hot runners, and controllers (“Husky System(s)”), which differentiates us from most other suppliers in the polyethylene terephthalate (“PET”) market. Husky also provides aftermarket services and spare parts to the company’s large global installed base.

Husky’s customers, which consist of many of the world’s leading consumer brand and packaging companies such as PepsiCo, Inc., The Coca-Cola Company, Nestlé S.A., Danone S.A., Nongfu Spring, and Becton, Dickinson and Company, as well as packagers for such brands like Berry Global Group, Inc. and Amcor PLC, use Husky’s equipment to get their products into the hands of consumers. Husky’s solutions are employed to package everyday products, such as bottled water and soda, packaged food, medical goods and other high-volume packaged products. Whenever a new product is launched, a new market is developed, or a new package is designed, the consumer brand and packaging companies look to us, as their preferred business partner, for Husky’s expertise in injection molding solutions. Husky believes the company’s innovative products and services and overall value proposition allow us to stand out from Husky’s competition and have led us to develop what Husky believes is the largest installed base of fully-integrated systems globally (consisting of primarily over 6,000 fully-integrated PET systems as of September 30, 2025). In addition, Husky has intellectual property supporting its products with approximately 1,300 issued and active patents, with more than half related to PET products and processes.

Husky delivers solutions to its globally diverse customers directly through a sales and services network with technicians located in over 50 countries. In order to deliver to its global customers, Husky operates manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China, and India. As of September 30, 2025, Husky had approximately 650 service representatives around the world supporting customers in approximately 140 countries. Husky strives to tailor products and solutions for its customers to deliver consistently high quality. Husky’s revenue base is well-diversified across its global footprint and is well-represented in each of the four geographic regions around the world: North America, which includes

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Canada and the United States; Latin America, which includes Mexico, Central and South America; EMEA, which includes Europe, the Middle East, Africa and the Commonwealth of Independent States; and Asia Pacific, which includes Japan, China, India, Singapore, Australia and New Zealand. Husky’s customer base is multinational, with approximately 71% of the company’s sales generated outside of North America for the year ended September 30, 2025.

Tooling and aftermarket products and services are highly profitable and provide a recurring revenue stream that comprises approximately 78% of Husky’s consolidated sales for the nine-months ended September 30, 2025, as compared to 79% for the nine-months ended September 30, 2024. The remaining 22% of Husky’s revenues for the nine-months ended September 30, 2025, compared to 21% for the nine-months ended September 30, 2024 are derived from the sale of Husky Systems.

On November 2, 2025, Husky entered into the Transaction Agreement as described elsewhere in this Proxy statement.

Factors Affecting Results of Operations

Customer demand and revenue recognition

Husky’s financial results are impacted by customer purchasing trends and the timing of converting orders into sales, which can be unpredictable, and therefore can lead to variations in and uncertainties regarding financial results from period to period. Sales from individual customers may vary relative to total sales and demand for Husky’s products may fluctuate in any given period based on customers’ individual needs, the type of product, and size of the order. In addition, sales are impacted by the timing of when orders are placed and the length of time required to convert these orders into recognized revenue. The conversion cycle can range from several weeks to several months. Furthermore, sales are primarily recognized upon the shipment or transfer of control of goods to Husky’s customers, which may involve meeting multiple criteria after manufacturing is completed. Such factors include but are not limited to, pre-shipment written acceptance from the customer, changes in the customer’s need-by-date, and logistical timing, which is impacted by shipment terms. Revenue recognition may shift between periods based on these factors.

Product mix

Any significant shift in the mix of sales between Husky’s various products or services categories may impact profitability between periods based on the various types of equipment, parts and services that Husky sells or provides.

Emerging markets

Husky sells its products into emerging markets. Urbanization and a growing middle class are key growth catalysts in emerging markets, as an increase in disposable income generally leads to an increased demand for food and beverage, and essential services such as healthcare. Husky’s results of operations could be adversely affected if the expected growth in urbanization and the middle class in these emerging markets slows or is significantly altered.

Raw materials

Husky’s largest material purchase is for tooling stainless steel. Price movements in steel are largely dependent on the steel commodity price index. In addition, Husky is indirectly exposed to the price of steel used by Husky’s suppliers for purchased steel component parts. Historically, price fluctuations in the cost of steel have been mitigated by purchasing steel from a variety of global suppliers and through price increases of the company’s products when Husky can. However, there is no certainty that Husky will be able to manage future fluctuations in the steel price in the same manner as Husky has in the past and therefore Husky’s results of operations may be impacted.

Suppliers

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control. Husky depends on suppliers for parts and components that meet Husky’s standards. If suppliers fail to meet Husky’s standards, Husky may not be able to deliver the quality products that Husky’s customers expect which may adversely affect Husky’s financial condition. The supply chain is subject to stress by increased demand and other global events that have put additional pressures on manufacturing output and freight lanes. This has resulted in and could continue to result in disruptions to the supply chain; difficulty in procuring or the inability to procure components and materials necessary for the products, solutions, and services; inflationary cost increases for commodities, components, and freight services; and delays in delivering, or an inability to deliver, the products, solutions and services to Husky’s customers on a timely basis.

Husky is continuing to manage its end-to-end supply chain, from sourcing to production to customer delivery, with a particular focus on all critical and at-risk suppliers and supplier locations globally, along with revising the existing supply chain to source critical components and parts closer to Husky’s manufacturing facilities to further reduce the supply chain business risk. However, further delays in the receipt of goods, or other unanticipated impacts to the supply chain, including on direct imports or goods purchased domestically, or on Husky’s customers, could have a more significant impact on future business (including sales), and Husky is continuing to monitor this evolving situation.

Russia-Ukraine war risk

The conflict between Russia and Ukraine led to additional and more severe sanctions imposed by the United States of America, United Kingdom, European Union, Canada and other countries on certain Russian institutions and individuals and which also imposed various broad sectoral restrictions. These developments resulted in reduced access for Russian businesses to international export markets, weakening of the Russian Ruble and other negative economic consequences. As Husky has limited operations in Russia and Ukraine, there is no material impact to Husky’s business, financial condition, or results of operations.

Business and operational disruptions

Husky’s manufacturing operations may be subject to disruptions due to the nature of the industry, including work stoppages, impacting Husky’s ability to maintain production and cause significant delays in shipments of products. This may result in loss of revenue, customers, and occurrence of cost overruns. Husky is strategic in managing the company’s maintenance programs, timing of shut-downs and health and safety programs to manage the risk of prolonged interruption of all or a substantial portion of the business.

Currency movements

Husky’s functional currency is the U.S. dollar. As a result, Husky is exposed to transactional currency exchange rate risk, as the vast majority of revenue is denominated in U.S. dollars and, to a lesser extent, Euro. However, Husky’s Canadian-based expenses are denominated in Canadian dollars. To the extent the U.S. dollar declines in value against the Canadian dollar, Husky’s expenses will be higher. To mitigate the impact of short-term rate fluctuations on earnings, Husky purchases forward contracts on the Canadian dollar. Husky hedges a portion of its Canadian dollar exposure for the following 24 months. In addition, Husky may enter into derivative instruments from time to time to manage Husky’s net currency exposure for other currencies in which Husky operates, including the Euro, Japanese Yen and Chinese Renminbi. Furthermore, Husky is exposed to translational currency exchange rate risk on non-U.S. dollar monetary assets and liabilities. Husky’s results of operations are subject to currency exchange rate risk, and Husky’s ability to effectively manage this risk in the short term and Husky’s exposure to the impacts of longer-term movements in foreign currency rates in the jurisdictions where Husky has manufacturing operations.

Cost saving initiatives

Husky strategically deploys transformational changes to Husky’s business with the goal of improving competitiveness and efficiency. Husky identifies cost saving initiatives that are focused on both production and non-production costs which may result in a long-term reduction to Husky’s cost structure and additional savings. The level of prior cost reductions should not be taken as an indication of the level of future savings opportunities. Cost savings opportunities are impacted by external factors beyond Husky’s control. The level of cost savings opportunities and their successful implementation will directly affect Husky’s results of operations.

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Strategic growth initiatives

As part of Husky’s business strategy, Husky is undertaking specific growth initiatives targeted at increasing Husky’s market share within Husky’s current customer base. The success of such initiatives is dependent on the successful launch of new products and services and Husky’s go-to-market strategy execution. The success of such growth initiatives will directly affect Husky’s results of operations.

Regulatory and environmental

Husky may be party to various legal suits and proceedings arising out of issues such as product liability, environmental matters, health and safety and personal injury matters. Any litigation is costly, inherently unpredictable and may suffer significant adverse judgments that may materially affect Husky’s business, financial results, and liquidity. Although it is not possible to estimate the extent of potential costs of any known matters, if any, management believes that the ultimate resolution of such matters would not have a material adverse effect on Husky’s financial position, results of operations or cash flows.

Husky is subject to a variety of environmental laws and regulations in various jurisdictions which could result in significant costs and unanticipated liabilities in connection with compliance with these laws or any potential clean up or remediation related contamination at Husky’s current or former properties.

Husky’s global operations and entity structure results in a complex tax structure. Changes in tax laws and rates, resolution of various tax uncertainties and unanticipated changes in Husky’s tax provisions may result in significant variability of Husky’s quarterly and annual effective tax rate.

Potential impact of recently enacted and proposed tariffs on Husky’s business

Market Trends and Conditions

Market trends

Husky’s growth has historically been significantly influenced by the conversion of packages from non-plastic material to plastic. Husky believes that current technologies as well as the potential for future technologies will continue to provide ongoing conversion opportunities. In addition, the packaging industry is being impacted by shorter product lifecycles as well as brand proliferation. Husky expects such trends to have a profound impact on the future of the industry. Husky believes the company is well positioned to capitalize on such market trends. However, there is no certainty Husky will be able to respond to such trends in a manner that is embraced by its customers. If Husky is unable to positively respond on a timely basis to overall market changes, Husky’s market position and revenues will be impacted. Demand for Husky’s products is significantly dependent on market trends in the consumer packaging industry. In the beverage packaging market, the change in trends includes the acceleration of new beverage products and stock keeping units, along with shorter product lifecycles as beverage companies increase the rate of product format changes. In addition, growth is being driven by smaller package sizes, a reflection of more health-conscious consumers and affordability in developing economies. For medical products, an increase in consumer health care is being driven by an aging population, and the rise of single-use self-injected applications, as well as home health care. Husky believes the company is well positioned to benefit from such industry trends given its existing technologies and those under development.

Economic cycles

Demand for Husky’s products is affected by general economic conditions including consumer spending trends and other macroeconomic conditions. Such conditions impact the level of Husky’s customers’ capital

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and operating expenditures. During periods of general economic downturn, the demand for Husky’s products may be negatively impacted. The severity of such an impact is mitigated by the fact that much of Husky’s revenues are from consumable products which have historically been more resilient to economic changes, including recessions.

Competitive industry

The markets for injection molding machines, molds and related products are highly competitive and include a number of global competitors. These competitors may offer Husky’s current and potential customers with favorable pricing, product features, quality, and customer service. Encroachments by low-cost manufacturers is prevalent in Asia Pacific. This may result in reduced profitability due to pricing pressure and loss of market share for us. If Husky is unable to continue to provide its customers with a compelling value proposition and maintain its competitive position, Husky’s financial condition or results from operations may be adversely affected.

Product technology innovations

Technology innovation is a key factor in Husky’s continued success. Husky invests a substantial amount into research and development on an annual basis. There is no certainty that the expenditures on research and development will result in new technologies that are relevant to Husky’s customers, or that such expenditures will allow Husky to maintain its position as a technology leader in the injection molding industry.

Components of Sales and Expenses

Sales

The principal components of sales are Tooling and aftermarket products and services and Husky Systems.

Tooling and aftermarket products and services

Tooling and aftermarket products and services represent products and services that are largely recurring in nature and driven by usage, product design changes, production efficiency and wear. Sales of Tooling and aftermarket products and services include the manufacture and sale of molds, hot runners and controllers, spare parts, customer care service, customer training and other aftermarket services, including machine audits and proactive maintenance, mold conversions and mold refurbishments.

Husky Systems

Husky engineers and manufacture injection molding machines, which melt resin pellets and provide the clamp force for the molding process. Husky’s injection molding machines are designed typically to be integrated with the Tooling and aftermarket products and services that Husky sells to customers. Husky sells the complete package as a Husky System, thereby providing improved performance for the customer. In addition, Husky sells stand-alone injection molding machines for certain market segments and third-party auxiliary equipment that supports the overall Husky System.

Expenses

The principal components of expenses are cost of goods sold, selling, general and administrative expenses, interest expense and income taxes.

Cost of Goods Sold

Cost of goods sold includes:

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Materials. Raw materials include the cost of steel and purchased components required in the manufacturing process of Husky’s products, and related freight and duties.

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Direct labor and subcontracting. Labor and other employee-related costs, which includes benefits and payroll taxes, as well as the expenses of outsourced contract-related costs directly related to the manufacturing process of Husky’s products.

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Manufacturing overheads. Indirect costs related to Husky’s manufacturing facilities which includes indirect labor, plant management, tooling and factory supplies, facility and maintenance, and depreciation and amortization. In addition, other costs required to operate Husky’s manufacturing facilities include operational finance, human resources, information technology and sales support.

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Warranty. Costs associated with supporting the warranty on Husky’s products and will include spare parts and service labor.

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Research and development expenses. Costs related to the continuous improvement of existing products and technologies.

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Business transformation, non-recurring and other one-time costs: Restructuring, integration and initiatives costs directly attributable to aftermarket services and the manufacturing of Husky Systems and Tooling.

Selling, general and administrative expenses. Selling, general and administrative expenses include:

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Labor and employees. Salary, wages and other employee-related costs which includes benefits and payroll taxes related to the selling and administration functions such as finance, human resources, information technology, sales and marketing, and legal.

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General and administrative expenses. Professional fees and other corporate administrative costs, which includes legal, accounting, audit and other professional and advisory fees, marketing and trade show expenses, insurance expense, and stock compensation expenses.

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Depreciation and amortization. Depreciation of non-manufacturing property, plant and equipment and amortization of definite-lived intangible assets. Depreciation expense is driven by capital expenditures. Amortization expense is driven by the fair value assigned to Husky’s intangible assets, which arose from acquisitions over the related estimated useful lives.

•

Business transformation, non-recurring and other one-time costs. Restructuring, integration, initiatives and other charges and expenses that are not directly attributable to the manufacturing and services provided by Husky.

Foreign currency. Foreign currency gains and losses associated with non-U.S. dollar currencies and hedging activities.

Interest, net. Interest expense is associated with Husky’s borrowing activities under Husky’s revolving credit facility, term loan, and senior secured notes, net of interest income earned on cash balances and promissory note receivable. See Note 14, “Long-Term Debt and Other Borrowings” to the audited consolidated financial statements of Husky for the fiscal year ended December 31, 2024 appearing elsewhere in this proxy statement (the “Husky Audited Financial Statements”).

Income taxes. Current taxes payable or refundable are presented for the related period, while the change during the period in deferred tax assets and liabilities will be reflected as a deferred charge or benefit

Key Factors and Non-GAAP Measures to Evaluate Husky’s Business

Orders

Husky generally records an order from a customer upon receipt of a purchase order with a cash deposit and/or a signed contract. The time periods between the receipt of an order and the recording of the related sales in Husky’s financial statements vary based on the type of product or service and the customer.

Adjusted EBITDA

Adjusted EBITDA consists of net income (loss) before interest expense and deferred financing charges, income taxes, depreciation and amortization, certain non-cash gains or losses, and other items impacting

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net income (loss) for the period that Husky does not consider indicative of its ongoing operating performance. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by sales for the applicable period. Husky’s management considers Adjusted EBITDA and Adjusted EBITDA Margin as key indicators of operating performance. Adjusted EBITDA is also used:

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in the calculation of the certain covenants contained in the credit agreement governing Husky’s revolving credit facility, term loan, and senior secured notes;

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in developing internal budgets and forecasts;

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as a significant factor in evaluating management compensation;

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to evaluate potential acquisitions or divestitures

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in comparing current operating results with corresponding historical periods and with the operational performance of other companies in the injection molding industry; and

•

in presentations to Husky’s board of directors as a measurement basis of operating performance.

Husky may incur expenses similar to the adjustments noted herein to calculate Adjusted EBITDA. However, the magnitude of such adjustments for the periods noted below is not necessarily indicative of the magnitude of such adjustments in future periods. The presentation of Adjusted EBITDA below should not be construed as an inference that future results will be unaffected by unusual or non-recurring items. For a reconciliation of Adjusted EBITDA to consolidated net income (loss), see below section “Adjusted EBITDA, Adjusted EBITDA Margin and Other Non-U.S. GAAP Matters.”

Basis of Presentation / Factors Affecting Comparability

The consolidated financial statements of Husky have been prepared by Husky’s management in accordance with U.S. GAAP. The consolidated financial statements are inclusive of all wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Results of Operations

The following table sets forth the various components of Husky’s consolidated statements of operations and other operating metrics for the periods indicated.

	For the three-months ended September 30,						For the nine-months ended September 30,						For the years ended December 31,
($ in millions)	2025			2024			2025			2024			2024			2023			2022
Sales		$	367.0		$	343.1		$	1,047.9		$	1,003.7		$	1,494.5		$	1,517.1		$	1,414.5
Cost of goods sold			241.2			223.9			693.3			653.3			960.4			1,030.9			989.1
Gross profit			125.8			119.2			354.6			350.4			534.1			486.2			425.4
Selling, general and administrative expenses			75.5			68.2			222.1			207.4			267.3			377.0			293.6
Foreign currency losses(1)			0.1			7.7			29.5			1.5			—			—			—
Operating income			50.2			43.3			103.0			141.5			266.8			109.2			131.8
Other expense
Interest, net			64.6			72.3			193.4			239.8			310.3			294.0			217.7
Embedded derivative fair value loss (gain)			5.0			(8.0)			—			(8.0)			—			—			—
Loss on assets held for sale			0.3			—			0.3			—						—
Loss (gain) on extinguishment of debt			—			—			—			21.7			21.7			(1.0)			—
Loss before income taxes			(19.7)			(21.0)			(90.7)			(112.0)			(65.2)			(183.8)			(85.9)

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	For the three-months ended September 30,						For the nine-months ended September 30,						For the years ended December 31,
($ in millions)	2025			2024			2025			2024			2024			2023			2022
Provision for (recovery of) income taxes
Current			6.8			0.5			16.5			8.8			34.3			16.3			39.4
Deferred			85.4			(0.3)			(26.6)			(1.9)			(27.3)			(59.2)			(46.0)
Total (recovery of) provision for income taxes			92.2			0.2			10.1			6.9			7.0			(42.9)			(6.6)
Net loss		$	(111.9)		$	(21.2)		$	(80.6)		$	(118.9)		$	(72.2)		$	(140.9)		$	(79.3)
Adjusted EBITDA		$	100.1		$	94.9		$	268.8		$	270.6		$	425.0		$	404.5		$	337.2
Orders		$	402.0		$	361.2		$	1,145.7		$	1,094.2		$	1,463.0		$	1,393.7		$	1,508.9

(1)

Beginning in 2025, foreign currency losses (gains) were carved out of selling, general and administration expenses. For the years ended, December 31, 2024, 2023 and 2022, foreign currency losses (gains) were $(14.7) million, $0.1 million and $(11.3) million, respectively.

Three-months ended September 30, 2025 compared to three-months ended September 30, 2024

Sales

Sales for the three-months ended September 30, 2025 was $367.0 million, an increase of $23.9 million or 7.0% from the three-months ended September 30, 2024. The increase was primarily due to higher volumes and favorable foreign exchange.

Cost of goods sold

Cost of goods sold for the three-months ended September 30, 2025 was $241.2 million, an increase of $17.3 million or 7.7% from the three-months ended September 30, 2024. The increase was primarily due to higher sales volume, higher material, logistic, labor and production costs partially offset by cost saving initiatives.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three-months ended September 30, 2025 was $75.5 million, an increase of $7.3 million or 10.7% from the three-months ended September 30, 2024. The increase was primarily due to higher business transformation, non-recurring, other one-time costs and strategic growth investments.

Foreign currency losses

Foreign currency losses for the three-months ended September 30, 2025 was $0.1 million, compared to a loss of $7.7 million for the three-months ended September 30, 2024. The change was primarily due to favorable foreign exchange on the revaluation of monetary balances.

Interest, net

Interest expense, net of interest income, for the three-months ended September 30, 2025 was $64.6 million, a decrease of $7.7 million or 10.7% from the three-months ended September 30, 2024, primarily due to interest rate reductions in the debt.

Embedded derivative fair value loss (gain)

Embedded derivative fair value loss for the three-months ended September 30, 2025 was $5.0 million, compared to a gain of $8.0 million for the three-months ended September 30, 2024. The change was primarily due to changes of assumptions related to embedded derivatives within the preferred shares.

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Provision for income taxes

For the three and nine-months ended September 30, 2025, Husky applied the discrete effective tax rate method, as allowed by ASC 740-270-30-18, to calculate its interim income tax provision. The discrete method is applied when the estimated annual effective tax rate (“AETR”) yields an estimate that is not reliable, and the actual effective rate for the year-to-date results represents the best estimate of tax expense. Husky believes that the AETR method is not reliable when an estimated marginal annual ordinary earnings results in wide variability in the effective tax rate. Husky evaluates its methodology each interim period to determine the best estimate of the AETR. As a result of applying the discrete method, Husky recorded a year-to-date recovery of income taxes on its year-to-date losses before income taxes.

The provision of income taxes for the three-months ended September 30, 2025 was $92.2 million, compared to a provision of $0.2 million for the three-months ended September 30, 2024. The change was primarily due to the change in the valuation allowance as a result of applying the discrete effective tax rate method to calculate Husky’s interim tax provision.

It is expected that the Pillar Two model (“Pillar Two”) rules published by the Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting will apply in most of the jurisdictions Husky operates in and will serve to extract additional tax in jurisdictions where Husky pays tax below a minimum 15% threshold. Husky has performed an assessment of its potential exposure to Pillar Two and has concluded that it has no material exposure in 2025.

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Adjusted EBITDA, Adjusted EBITDA Margin and Other Non-GAAP Matters

GAAP Net Income to Adjusted EBITDA Bridge

The tables below set forth Husky’s condensed consolidated interim statements of operations data for the three-months ended September 30, 2025, and the three-months ended September 30, 2024, adjusted for the impact of certain items in accordance with Husky’s calculation of Adjusted EBITDA. Husky’s management believes these adjustments give investors meaningful information to help them understand Husky’s operating results and to analyze Husky’s financial and business trends for the periods presented.

	For the three-months ended September 30, 2025
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation, Non-Recurring and Other One-Time Costs			Other(2)			Adjusted EBITDA
Sales		$	367.0		$	—		$	—		$	—		$	367.0
Cost of goods sold			241.2			(8.9)			(1.8)			—			230.5
Gross profit			125.8			8.9			1.8			—			136.5
Selling, general and administrative expenses			75.5			(29.1)			(8.0)			(2.0)			36.4
Foreign currency losses			0.1			(0.1)			—			—			—
Operating income			50.2			38.1			9.8			2.0			100.1
Other expense
Interest, net			64.6			(64.6)			—			—			—
Embedded derivative fair value loss (gain)			5.0			—			—			(5.0)			—
Loss on assets held for sale			0.3			—			—			(0.3)			—
(Loss) income before income taxes			(19.7)			102.7			9.8			7.3			100.1
Provision for (recovery of) income taxes
Current			6.8			(6.8)			—			—			—
Deferred			85.4			(85.4)			—			—			—
Total (recovery of) provision for income taxes			92.2			(92.2)			—			—			—
Net (loss) income		$	(111.9)		$	194.9		$	9.8		$	7.3		$	100.1

(1)

Reflects (i) depreciation of property, plant and equipment in cost of goods sold, (ii) amortization of intangible assets, depreciation of property, plant and equipment, capital cost impairment, and foreign exchange (gains) losses in selling, general and administrative, (iii) interest expense and deferred financing charges in interest, net and (iv) provision for (recovery of) income taxes.

(2)

Reflects non-cash items and management fees.

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	For the three-months ended September 30, 2024
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation, Non-Recurring and Other One-Time Costs			Other(2)			Adjusted EBITDA
Sales		$	343.1		$	—		$	—		$	—		$	343.1
Cost of goods sold			223.9			(9.3)			(1.2)			—			213.4
Gross profit			119.2			9.3			1.2			—			129.7
Selling, general and administrative expenses			68.2			(28.1)			(2.1)			(3.2)			34.8
Foreign currency gains			7.7			(7.7)			—			—			—
Operating income			43.3			45.1			3.3			3.2			94.9
Other expense
Interest, net			72.3			(72.3)			—			—			—
Embedded derivative fair value loss (gain)			(8.0)			—			—			8.0			—
(Loss) income before income taxes			(21.0)			117.4			3.3			(4.8)			94.9
Provision for (recovery of) income taxes
Current			0.5			(0.5)			—			—			—
Deferred			(0.3)			0.3			—			—			—
Total (recovery of) provision for income taxes			0.2			(0.2)			—			—			—
Net (loss) income		$	(21.2)		$	117.6		$	3.3		$	(4.8)		$	94.9

(1)

(2)

Reflects non-cash items and management fees.

Adjusted EBITDA for the three-months ended September 30, 2025 was $100.1 million, a increase of $5.2 million or 5.5% from the three-months ended September 30, 2024. The Adjusted EBITDA margin for the three-months ended September 30, 2025 was 27.3%, or a 0.4% decrease from the three-months ended September 30, 2024.

Orders for the three-months ended September 30, 2025 were $402.0 million, an increase of $40.8 million or 11.3% from the three-months ended September 30, 2024 primarily due to an increase in orders for Tooling, aftermarket products and services, and Husky Systems.

Nine-months ended September 30, 2025 compared to nine-months ended September 30, 2024

Sales

Sales for the nine-months ended September 30, 2025 was $1,047.9 million, an increase of $44.2 million or 4.4% from the nine-months ended September 30, 2024. The increase was primarily due to higher volumes and favorable foreign exchange.

Cost of goods sold

Cost of goods sold for the nine-months ended September 30, 2025 was $693.3 million, an increase of $40.0 million or 6.1% from the nine-months ended September 30, 2024. The increase was primarily due to increases in higher sales volume, material, logistic, labor, and production costs, unfavorable product mix partially offset by cost saving initiatives.

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Selling, general and administrative expenses

Selling, general and administrative expenses for the nine-months ended September 30, 2025 was $222.1 million, an increase of $14.7 million or 7.1% from the nine-months ended September 30, 2024. The increase was primarily due to higher business transformation, non-recurring, other one-time costs and strategic growth investments.

Foreign currency losses

Foreign currency losses for the nine-months ended September 30, 2025 was $29.5 million, compared to a loss of $1.5 million for the nine-months ended September 30, 2024. The change was primarily due to unfavorable foreign exchange on the revaluation of monetary balances.

Interest, net

Interest expense, net of interest income, for the nine-months ended September 30, 2025 was $193.4 million, a decrease of $46.4 million or 19.3% from the nine-months ended September 30, 2024, primarily due to the refinancing of debt in the year ended December 31, 2024.

Embedded derivative fair value loss (gain)

Embedded derivative fair value loss for the nine-months ended September 30, 2025 was $nil, compared to a gain of $8.0 million for the nine-months ended September 30, 2024. The change was primarily due to changes of assumptions related to embedded derivatives within the preferred shares.

Loss on extinguishment of debt

Loss on extinguishment of debt for the nine-months ended September 30, 2025 was $nil, compared to a loss of $21.7 million for the nine-months ended September 30, 2024. Loss on extinguishment of debt in 2024 resulted from Husky’s refinancing of debt in April 2024.

Provision for income taxes

The recovery of income taxes for the nine-months ended September 30, 2025 was $10.1 million, compared to a tax provision of $6.9 million for the nine-months ended September 30, 2024. The change was primarily due to a change in the valuation allowance as a result of applying the discrete effective tax rate method to calculate Husky’s interim tax provision. The increase to the tax recovery was partially offset by a smaller loss in 2025.

Adjusted EBITDA, Adjusted EBITDA Margin and Other Non-GAAP Matters

GAAP Net Income to Adjusted EBITDA Bridge

The tables below set forth Husky’s condensed consolidated interim statements of operations data for the nine-months ended September 30, 2025, and the nine-months ended September 30, 2024, adjusted for the impact of certain items in accordance with Husky’s calculation of Adjusted EBITDA. Husky’s management believes these adjustments give investors meaningful information to help them understand Husky’s operating results and to analyze Husky’s financial and business trends for the periods presented.

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	For the nine months ended September 30, 2025
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation, Non-Recurring and Other One-Time Costs			Other(2)			Adjusted EBITDA
Sales		$	1,047.9		$	—		$	—		$	—		$	1,047.9
Cost of goods sold			693.3			(26.1)			(1.9)			—			665.3
Gross profit			354.6			26.1			1.9			—			382.6
Selling, general and administrative expenses			222.1			(86.2)			(16.2)			(5.9)			113.8
Foreign currency losses			29.5			(29.5)			—			—			—
Operating income			103.0			141.8			18.1			5.9			268.8
Other expense
Interest, net			193.4			(193.4)			—			—			—
Loss on assets held for sale			0.3			—			—			(0.3)			—
(Loss) income before income taxes			(90.7)			335.2			18.1			6.2			268.8
Provision for (recovery of) income taxes
Current			16.5			(16.5)			—			—			—
Deferred			(26.6)			26.6			—			—			—
Total (recovery of) provision for income taxes			(10.1)			10.1			—			—			—
Net (loss) income		$	(80.6)		$	325.1		$	18.1		$	6.2		$	268.8

(1)

(2)

Reflects non-cash items and management fees.

	For the nine months ended September 30, 2024
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation, Non-Recurring and Other One-Time Costs			Other(2)			Adjusted EBITDA
Sales		$	1,003.7		$	—		$	—		$	—		$	1,003.7
Cost of goods sold			653.3			(27.8)			(1.8)			—			623.7
Gross profit			350.4			27.8			1.8			—			380.0
Selling, general and administrative expenses			207.4			(88.0)			(3.6)			(6.4)			109.4
Foreign currency gains			1.5			(1.5)			—			—			—
Operating income			141.5			117.3			5.4			6.4			270.6
Other expense
Interest, net			239.8			(239.8)			—			—			—
Embedded derivative fair value loss (gain)			(8.0)			—			—			8.0			—
Loss on extinguishment of debt			21.7			—			—			(21.7)			—
(Loss) income before income taxes			(112.0)			357.1			5.4			20.1			270.6

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	For the nine months ended September 30, 2024
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation, Non-Recurring and Other One-Time Costs			Other(2)			Adjusted EBITDA
Provision for (recovery of) income taxes
Current			8.8			(8.8)			—			—			—
Deferred			(1.9)			1.9			—			—			—
Total (recovery of) provision for income taxes			6.9			(6.9)			—			—			—
Net (loss) income		$	(118.9)		$	364.0		$	5.4		$	20.1		$	270.6

(1)

(2)

Reflects non-cash items and management fees.

Adjusted EBITDA for the nine-months ended September 30, 2025 was $268.8 million, a decrease of $1.8 million or 0.7% from the nine-months ended September 30, 2024. The Adjusted EBITDA margin for the nine-months ended September 30, 2025 was 25.7%, or a 1.3% decrease from the nine-months ended September 30, 2024.

Orders for the nine-months ended September 30, 2025 were $1,145.7 million, an increase of $51.5 million or 4.7% from the nine-months ended September 30, 2024 due to an increase in orders for Tooling, aftermarket products and services, and Husky Systems.

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Sales

Sales for the year ended December 31, 2024 was $1,494.5 million, a decrease of $22.6 million or 1.5% from the year ended December 31, 2023. The decrease was primarily due to lower volume in Husky Systems partially offset by higher aftermarket parts and service volumes.

Cost of goods sold

Cost of goods sold for the year ended December 31, 2024 was $960.4 million, a decrease of $70.5 million or 6.8% from the year ended December 31, 2023. This decrease was primarily due to cost saving initiatives, lower production, favourable product and geographical mix, and lower logistics and warehousing costs.

Gross profit

Gross profit for the year ended December 31, 2024 was $534.1 million, an increase of $47.9 million or 9.9% from the year ended December 31, 2023. This increase was mainly driven by cost saving initiatives and favourable product and geographical mix.

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2024 was $267.3 million, a decrease of $109.7 million or 29.1% from the year ended December 31, 2023. The decrease was primarily due to intangible asset impairments and lower restructuring related to de-emphasizing the Specialty Packaging business in 2023 and favourable foreign exchange on the revaluation of monetary balances, partially offset by higher fixed cost net of cost saving initiatives.

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Interest expense, net

Interest expense, net of interest income, for the year ended December 31, 2024 was $310.3 million, an increase of $16.3 million or 5.5% from the year ended December 31, 2023, primarily due to the incremental interest associated with the refinancing of debt in the year ended December 31, 2024.

Loss on extinguishment of debt

Loss on extinguishment of debt for the year ended December 31, 2024 was $21.7 million compared to the gain of $1.0 million for the year ended December 31, 2023. The loss on debt extinguishment resulted from Husky’s refinancing of debt in the year ended December 31, 2024.

Provision for income taxes

The income tax expense for the year ended December 31, 2024 was $7.0 million, compared to a recovery of $42.9 million for the year ended December 31, 2023. The $49.9 million increase to the tax expense is mainly due to a smaller loss in 2024 and an increase in the valuation allowance, partially offset by foreign exchange translation.

On June 20, 2024, the Canadian federal government enacted Bill C-59, which includes legislation that significantly limits the deductibility of interest and financing expenses in computing taxable income, commencing on January 1, 2024. Under this regime, non-deductible interest and financing may be carried forward indefinitely and can be utilized in any year where there is excess interest capacity. Husky has established a full valuation allowance on the deferred tax asset related to this carryforward, since it is more likely than not that the benefit therefrom will not be realized. As Husky has significant interest expense in its Canadian operations, it is expected that this legislation will continue to impact Husky’s tax rate in future accounting periods.

Adjusted EBITDA, Adjusted EBITDA Margin and Other Non-GAAP Matters

GAAP Net Income to Adjusted EBITDA Bridge

The tables below set forth Husky’s consolidated statements of operations data for the year ended December 31, 2024, and the year ended December 31, 2023, adjusted for the impact of certain items in accordance with Husky’s calculation of Adjusted EBITDA. Husky was impacted by a cybersecurity incident as discussed in footnote 3 to the December 31, 2023 table below. Husky’s management believes these adjustments give investors meaningful information to help them understand Husky’s operating results and to analyze Husky’s financial and business trends for the period presented.

	For the year ended December 31, 2024,
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation, Non-Recurring and Other One-Time Costs			Other(2)			Adjusted EBITDA
Sales		$	1,494.5		$	—		$	—		$	—		$	1,494.5
Cost of goods sold			960.4			(37.5)			(4.5)			—			918.4
Gross profit			534.1			37.5			4.5			—			576.1
Selling, general and administrative expenses			267.3			(101.4)			(9.1)			(5.7)			151.1
Operating income			266.8			138.9			13.6			5.7			425.0
Other expense
Interest, net			310.3			(310.3)			—			—			—
Loss on extinguishment of debt			21.7			—			—			(21.7)			—
Profit (loss) before income taxes			(65.2)			449.2			13.6			27.4			425.0

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	For the year ended December 31, 2024,
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation, Non-Recurring and Other One-Time Costs			Other(2)			Adjusted EBITDA
Provision for (recovery of) income taxes
Current			34.3			(34.3)			—			—			—
Deferred			(27.3)			27.3			—			—			—
Total income taxes			7.0			(7.0)			—			—			—
Net income (loss)		$	(72.2)		$	456.2		$	13.6		$	27.4		$	425.0

(1)

(2)

Reflects non-cash items and management fees.

	For the year ended December 31, 2023,
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation, Non-Recurring and Other One-Time Costs			Other(2)			Cyber security incident impact(3)			Adjusted EBITDA
Sales		$	1,517.1		$	—		$	—		$	—		$	24.1		$	1,541.2
Cost of goods sold			1,030.9			(42.4)			(9.1)			—			12.2			991.6
Gross profit			486.2			42.4			9.1			—			11.9			549.6
Selling, general and administrative expenses			377.0			(178.0)			(43.3)			(10.6)			—			145.1
Operating income			109.2			220.4			52.4			10.6			11.9			404.5
Other expense
Interest, net			294.0			(294.0)			—			—			—			—
Gain on extinguishment of debt			(1.0)			—			—			1.0			—			—
Profit (loss) before income taxes			(183.8)			514.4			52.4			9.6			11.9			404.5
Provision for (recovery of) income taxes
Current			16.3			(16.3)			—			—			—			—
Deferred			(59.2)			59.2			—			—			—			—
Total income taxes			(42.9)			42.9			—			—			—			—
Net income (loss)		$	(140.9)		$	471.5		$	52.4		$	9.6		$	11.9		$	404.5

(1)

(2)

Reflects non-cash items and management fees.

(3)

Represents the estimated financial impact of sales that were lost as a result of a cyber incident that impacted certain systems of the company in March 2023, and which resulted in a threat actor accessing and exfiltrating data that could be confidential in nature. Promptly upon detection of the incident,

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management initiated incident response protocols and engaged cybersecurity and forensics experts. In response, the company deployed additional security measures and notified all required authorities based on the information then known. In May 2023, Husky made a payment to the threat actor in exchange for the deletion of the exfiltrated information, and pursued insurance recovery. Subject to receiving additional communications from the authorities regarding this matter, Husky considers this matter to be settled.

Adjusted EBITDA for the year ended December 31, 2024 was $425.0 million, an increase of $20.5 million or 5.1% from the year ended December 31, 2023. The Adjusted EBITDA margin for the year ended December 31, 2024 was 28.4%, or a 2.2% increase from the year ended December 31, 2023.

Orders

Orders for the year ended December 31, 2024 were $1,463.0 million, an increase of $69.3 million or 5.0% from the year ended December 31, 2023 primarily driven by higher orders for Husky Systems.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Sales

Sales for the year ended December 31, 2023 was $1,517.1 million, an increase of $102.6 million or 7.3% from the year ended December 31, 2022. The increase was primarily due to higher volumes primarily in systems and selling price increases.

Cost of goods sold

Cost of goods sold for the year ended December 31, 2023 was $1,030.9 million, an increase of $41.8 million or 4.2% from the year ended December 31, 2022. This increase was primarily due to higher sales volumes and unfavourable mix, partially offset by lower business transformation costs.

Gross profit

Gross profit for the year ended December 31, 2023 was $486.2 million, an increase of $60.8 million or 14.3% from the year ended December 31, 2022. This increase was mainly driven by higher sales volumes, selling prices and lower business transformation costs.

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2023 was $377.0 million, an increase of $83.4 million or 28.4% from the year ended December 31, 2022. The increase was primarily due to intangible asset impairments related to de-emphasizing the Specialty Packaging business, higher business transformation costs and unfavourable foreign exchange on the revaluation of monetary balances, partially offset by fixed cost savings.

Interest expense, net

Interest expense, net of interest income, for the year ended December 31, 2023 was $294.0 million, an increase of $76.3 million or 35.0% from the year ended December 31, 2022, primarily due an increase in the floating interest rate on the Term Loan.

Gain on debt extinguishment

Gain on debt extinguishment for the year ended December 31, 2023 was $1.0 million compared to $nil for the year ended December 31, 2022. The gain on debt extinguishment resulted from the company’s repurchase of $8.0 million of Husky’s senior PIK notes in March 2023. See Note 14, “Long-Term Debt and Other Borrowings” to the Husky Audited Financial Statements.

Provision for income taxes

The recovery of income taxes for the twelve-months ended December 31, 2023 was $42.9 million, compared to a recovery of $6.6 million for the twelve-months ended December 31, 2022. The $36.3 million

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increase to the recovery is due to a larger loss in 2023 and the change in unrecognized benefits, partially offset by an increase in valuation allowance for deferred tax assets.

Adjusted EBITDA, Adjusted EBITDA Margin and Other Non-GAAP Matters

GAAP Net Income to Adjusted EBITDA Bridge

The tables below set forth Husky’s statement of operations data for the year ended December 31, 2023, and the year ended December 31, 2022, adjusted for the impact of certain items in accordance with Husky’s calculation of Adjusted EBITDA. Husky was impacted by a cybersecurity incident as noted in footnote 3 to the December 31, 2023 Net Income to Adjusted EBITDA bridge above. Husky has presented a column in the table below adjusting for the magnitude of the cybersecurity incident’s impact on Husky’s results for the year ended December 31, 2023. Husky’s management believes these adjustments give investors meaningful information to help them understand Husky’s operating results and to analyze Husky’s financial and business trends for the period presented.

	For the Year Ended December 31, 2023
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation and One Time Costs(2)			Other(3)			Cybersecurity incident impact(4)			Adjusted EBITDA
Sales		$	1,517.1		$	—		$	—		$	—		$	24.1		$	1,541.2
Cost of goods sold			1,030.9			(42.4)			(9.1)			—			12.2			991.6
Gross profit			486.2			42.4			9.1			—			11.9			549.6
Selling, general and admin			377.0			(178.0)			(43.3)			(10.6)			—			145.1
Operating Income			109.2			220.4			52.4			10.6			11.9			404.5
Other (income) expenses:
Interest – net			294.0			(294.0)			—			—			—			—
Gain on debt extinguishment			(1.0)			—			—			1.0			—			—
Loss before income taxes			(183.8)			514.4			52.4			9.6			11.9			404.5
Provision for (recovery of) income taxes:
Current			16.3			(16.3)			—			—			—			—
Deferred			(59.2)			59.2			—			—			—			—
Provision for (recovery of) income taxes			(42.9)			42.9			—			—			—			—
Net income (loss)		$	(140.9)		$	471.5		$	52.4		$	9.6		$	11.9		$	404.5

	For the Year Ended December 31, 2022
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation and One Time Costs(2)			Other(3)			Adjusted EBITDA
Sales		$	1,414.5		$	—		$	—		$	—		$	1,414.5
Cost of goods sold			989.1			(39.7)			(26.0)			—			923.4
Gross profit			425.4			39.7			26.0			—			491.1
Selling, general and admin			293.6			(103.6)			(30.2)			(5.9)			153.9
Operating Income			131.8			143.3			56.2			5.9			337.2
Other (income) expenses:
Interest – net			217.7			(217.7)			—			—			—
Loss before income taxes			(85.9)			361.0			56.2			5.9			337.2

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	For the Year Ended December 31, 2022
				Adjustments
($ in millions)	USGAAP			EBITDA(1)			Business Transformation and One Time Costs(2)			Other(3)			Adjusted EBITDA
Provision for (recovery of) income taxes:
Current			39.4			(39.4)			—			—			—
Deferred			(46.0)			46.0			—			—			—
Provision for (recovery of) income taxes			(6.6)			6.6			—			—			—
Net income (loss)		$	(79.3)		$	354.4		$	56.2		$	5.9		$	337.2

(1)

Reflects (i) depreciation of property, plant and equipment and capital asset impairments in cost of goods sold, (ii) amortization of intangible assets, depreciation of property, plant and equipment and foreign exchange (gains) losses in selling, general and administrative, (iii) interest expense and deferred financing charges in interest — net and (iv) provision for (recovery of) income taxes.

(2)

Reflects one-time charges primarily associated with the execution of Husky’s transformation plan and direct incremental costs as a result of the cyber security incident described above.

(3)

Reflects non-cash items and management fees.

(4)

Represents the estimated financial impact of sales that were lost as a result of the cybersecurity incident described above.

Adjusted EBITDA for the year ended December 31, 2023 was $404.5 million, an increase of $67.3 million or 20.0% from the year ended December 31, 2022. The Adjusted EBITDA margin for the year ended December 31, 2023 was 26.2%, or a 2.4% increase from the year ended December 31, 2022.

Orders

Orders for the year ended December 31, 2023 were $1,393.7 million, a decrease of $115.2 million or 7.6% from the year ended December 31, 2022 primarily driven by lower orders for Systems, partially offset by increased orders within Aftermarket.

Historical Cash Flows

The following summarizes Husky’s primary sources (uses) of cash in the periods presented:

	For the nine months ended September 30,						For the years ended December 31,
	2025			2024			2024			2023			2022
($ in millions)
Cash (used in) provided by operating activities		$	(15.5)		$	2.5		$	64.3		$	42.4		$	42.4
Cash used in investing activities			(37.2)			(44.0)			(62.1)			(33.1)			(41.0)
Cash (used in) provided by financing activities			5.2			17.7			(8.4)			(28.7)			(22.7)
Effect of exchange rates			1.6			—			(1.6)			0.6			(2.4)
Net decrease in cash and cash equivalents		$	(45.9)		$	(23.8)		$	(7.8)		$	(18.8)		$	(23.7)

Nine-months ended September 30, 2025 compared to nine-months ended September 30, 2024

Operating activities

For the nine-months ended September 30, 2025, cash used in operating activities was $15.5 million, an increase of $18.0 million or 720.0% from the nine-months ended September 30, 2024. The increase was primarily due to lower operating income, higher cash taxes and working capital usage.

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Investing activities

For the nine-months ended September 30, 2025, cash used in investing activities was $37.2 million, a decrease of $6.8 million or 15.5% from the nine-months ended September 30, 2024. The decrease was primarily due to the non-recurrence of a promissory note issued in 2024, partially offset by higher capital expenditures.

Financing activities

For the nine-months ended September 30, 2025, cash provided by financing activities was $5.2 million, a decrease of $12.5 million or 70.6% from the nine-months ended September 30, 2024. The decrease was primarily due to the refinancing of debt in the year ended December 31, 2024.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Operating Activities

For the year ended December 31, 2024, cash provided by operating activities was $64.3 million, an increase of $21.9 million or 51.7% as compared to the year ended December 31, 2023. The increase was primarily due to lower net loss adjusted for non-cash items partially offset by higher levels of cash used in non-cash working capital.

Investing Activities

For the year ended December 31, 2024, cash used in investing activities was $62.1 million, an increase of $29.0 million or 87.6% as compared to the year ended December 31, 2023. The increase was primarily due to the issuance of the related party promissory note and higher additions of property, plant and equipment.

Financing Activities

For the year ended December 31, 2024, cash used in financing activities was $8.4 million, a decrease of $20.3 million or 70.7% as compared to the year ended December 31, 2023. The decrease was primarily due to an increase in net proceeds from the Preferred Shares issuance, Term Loan and Senior Secured Notes, partially offset by higher debt issuance costs.

Year ended December 31, 2023 Compared to Year ended December 31, 2022

Operating Activities

For the year ended December 31, 2023, cash provided by operating activities was $42.4 million, consistent with the $42.4 million provided by operations in the year ended December 31, 2022, primarily due to higher net loss adjusted for non-cash items offset by lower levels of cash used in non-cash working capital.

Investing Activities

For the year ended December 31, 2023, cash used in investing activities totaled $33.1 million, a decrease of $7.9 million or 19.3% as compared to the year ended December 31, 2022. The decrease was primarily due to lower additions of property, plant and equipment.

Financing Activities

For the year ended December 31, 2023, cash used in financing activities totaled $28.7 million, an increase of $6.0 million or 26.4% from the year ended December 31, 2022, due to higher share repurchase in the first quarter of 2023 compared to 2022 and repurchase of Husky’s senior PIK notes. See Note 14, “Long-Term Debt and Other Borrowings” to the Husky Audited Financial Statements.

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Liquidity and Capital Resources

Historically, Husky’s liquidity requirements have principally been the payment of operating expenses, capital expenditures and scheduled principal and interest payments on Husky’s indebtedness. Husky has historically funded these liquidity requirements primarily from cash generated by Husky’s operations and borrowings under Husky’s credit facilities

As at September 30, 2025, Husky had $26.2 million of cash and cash equivalents and $251.3 million of availability under the revolving credit facility. As at December 31, 2024, Husky had $57.4 million of cash and cash equivalents and $272.8 million of availability under the revolving credit facility. As at December 31, 2023, Husky had $65.2 million of cash and cash equivalents and $213.3 million of availability under its revolving credit facility.

Significant Accounting Policies

Information regarding significant accounting policies is included in Note 3 to the Husky Audited Financial Statements.

New Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 3 to the Husky Audited Financial Statements and the unaudited condensed financial statements for the quarter ended September 30, 2025.

Quantitative and Qualitative Disclosures about Market Risk

Husky is exposed to market risks associated with changes in foreign currency exchange rates, interest rates, commodity prices and credit risk. In the normal course of business and in accordance with Husky’s business practices and policies, these risks are managed through a variety of strategies, which may include the use of derivative financial instruments to hedge Husky’s underlying exposure. Husky does not use derivative instruments for speculative or trading purposes and there are policies and procedures in place that monitor and control their use. Such policies and procedures have been approved by the audit committee of Husky’s board of directors.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to perform its obligations, causing a loss for the other. Husky’s financial assets are exposed to credit risk consisting primarily of cash and cash equivalents, accounts receivable and derivative instruments with positive fair values. The carrying value of these assets represents Husky’s maximum credit exposure.

Husky manage potential credit risk through a variety of mechanisms, including by dealing with highly creditworthy financial institutions and adhering to Husky’s prescribed counterparty credit and concentration limits.

Cash and cash equivalents consist of bank deposits and short-term investments. Investments are held in term deposits with highly creditworthy banks. Credit risk is further managed by complying with counterparty credit and concentration limits, in accordance with Husky’s policies.

Husky’s customers are geographically diversified with no concentration of receivables by customer or geography. Husky manages its accounts receivable credit risk by analyzing the counterparties’ financial condition prior to entering into an agreement, establishing credit limits and obtain cash, letters of credit or other acceptable forms of security from customers to provide credit support, based on such analysis of the customer and the terms and conditions applicable to each transaction.

Derivatives are only entered into with highly creditworthy banks, and the derivative portfolio is held with several banks to reduce concentration risk.

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Liquidity Risk

Husky’s debt levels, or any future increase in Husky’s debt level, may adversely affect Husky’s financial condition such as:

•

limit Husky’s ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;

•

require a substantial portion of Husky’s cash flows to be dedicated to debt service payments instead of other purposes;

•

increase Husky’s vulnerability to general adverse economic and market conditions;

•

expose us to the risk of increased interest rates;

•

limit Husky’s flexibility in planning for and reacting to changes in the markets in which Husky competes and to changing business and economic conditions;

•

restrict Husky from making strategic acquisitions or causing us to make non-strategic divestitures;

•

impair Husky’s ability to obtain additional financing in the future;

•

place Husky at a disadvantage compared to other, less leveraged competitors and affect Husky’s ability to compete; and

•

increase Husky’s cost of borrowing.

Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate with changes in market interest rates. Husky is exposed to interest rate risk primarily through Husky’s long-term floating rate debt, principally including debt under Husky’s existing credit facilities. Assuming no significant changes in the long-term debt balance as of September 30, 2025, a 1% increase or decrease in the interest rate of Husky’s funded floating-rate debt would increase or decrease interest expenses by $14.5 million for the next 12 months.

Foreign Currency Exchange Risk

Husky operates in international markets and, accordingly, Husky’s competitiveness and financial results are subject to foreign currency fluctuations where revenues and costs are denominated in currencies other than U.S. dollars. For example, a large percentage of Husky’s expenses are incurred in Canadian dollars, while a large percentage of Husky’s sales are denominated in U.S. dollars. Increases in the value of the Canadian dollar relative to the U.S. dollar could have a material adverse effect on the overall competitiveness of Husky’s products and services and, therefore, Husky’s financial results. In addition, Husky’s equipment selling prices are largely denominated in U.S. dollars or Euros, and any material decline in the value of a customer’s base currency relative to the U.S. dollar or Euro may have a material adverse effect on Husky’s sales volumes and operating margins. Husky is also exposed to currency movements for other currencies, including the Japanese Yen and Chinese Renminbi. Husky competes against equipment manufacturers domiciled in various countries. These competitors benefit when the currency of their cost base depreciates against the U.S. dollar.

Husky regularly enters into foreign exchange forward contracts primarily to reduce Husky’s exposure to Canadian dollar currency rate fluctuations. Husky typically limits its forward contracts to a maximum of a two-year period. As at September 30, 2025, the notional amounts related to Canadian dollar hedges for the years 2025, 2026 and 2027 were $70.4 million, $191.4 million and $64.8 million respectively, which were hedged at an average rate of 1.36388, 1.36314 and 1.35480 Canadian dollar per U.S. dollar, respectively. With respect to the foreign currency forward contracts related to Canadian dollar expenses, as at September 30, 2025, a 1% strengthening or weakening of the Canadian dollar against the U.S. dollar would decrease or increase pre-tax other comprehensive income (loss) by $2.2 million. In accordance with ASC Topic 815, Derivatives and Hedging, these foreign exchange contracts are accounted for as cash flow hedges.

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Commodity Price Risk

Husky is exposed to price changes in certain commodities, principally steel, which is the primary raw material used in Husky’s products, representing approximately 5% of Husky’s total cost of goods sold. As of September 30, 2025, Husky has entered into contracts for the supply of stainless steel through to the end of 2027.

Geographic Risk

Husky’s significant international operations subject the company to risks associated with operating in foreign jurisdictions, such as unfavorable political, regulatory, economic, labor and tax conditions. Husky is a global business with a significant portion of Husky’s operations and revenue outside of North America.

Husky’s international operations, such as Husky’s manufacturing operations and other facilities in Brazil, China, India, Luxembourg and Mexico, are subject to risks inherent in doing business in foreign countries, including, among others:

•

potential imposition of restrictions on investments;

•

requirements of foreign laws and other governmental controls, including trade and labor restrictions and related laws that reduce the flexibility of Husky’s business operations;

•

the imposition by the U.S. government and foreign governments of trade barriers such as quotas, preferential bidding, import restrictions and/or export restrictions or controls;

•

potential staffing difficulties and labor disputes;

•

managing and obtaining support and distribution for local operations;

•

increased costs of transportation or shipping;

•

credit risk and financial conditions of local customers and distributors;

•

risk of nationalization of private enterprises by foreign governments;

•

potential adverse tax consequences; and

•

potential difficulties in protecting intellectual property.

Husky may be subject to unanticipated income taxes, excise duties, import taxes, export taxes, value added taxes, or other governmental assessments, and taxes may be impacted by changes in legislation in the tax jurisdictions in which Husky operates. In addition, Husky’s organizational and capital structure may limit Husky’s ability to transfer funds between countries without incurring adverse tax consequences. Any of these events could result in a loss of business or other unexpected costs that could reduce revenue or profits and have a material adverse effect on Husky’s financial condition, results of operations and cash flows.

Potential impact of recently enacted and proposed tariffs on Husky’s business

Husky’s business operations are subject to risks associated with changes in international trade policies, including but not limited to tariffs. The U.S. Government has recently implemented comprehensive tariffs on imports from various countries around the world, along with sector-specific and/or product-specific tariffs, which could affect Husky’s business. There are also additional investigations that have been recently initiated by the U.S. Government on imports covering a wide range of sectors and/or products, which may potentially result in the imposition of further tariffs. These developments may have unpredictable downstream effects on Husky’s current and future operations, including potential delays, increased production costs, or limitations in sourcing essential materials.

Critical Accounting Estimates

Management makes many estimates and assumptions in the application of U.S. GAAP that may have a material impact on Husky’s financial statements and related disclosures and on the comparability of such information over different reporting periods. Estimates and assumptions are based on management’s

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experience and other information available prior to the issuance of the financial statements. Materially different results can occur as circumstances change and additional information becomes known.

Valuation of Goodwill

At December 31, 2024, Husky’s goodwill was $1,923 million. As discussed in Note 3 to the Husky Audited Financial Statements, goodwill is tested for impairment at least annually at the reporting unit level or more frequently if impairment indicators arise. Goodwill is tested for impairment utilizing both the market approach, which applies a market multiple to the trailing twelve months of total adjusted earnings before interest, tax, depreciation and amortization of the reporting unit, and the income approach, which uses a discounted cash flow methodology, to estimate the fair value of the reporting unit for the year ended December 31, 2024.

There is significant estimation required by management to determine the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, including the market multiple applied in the market approach which requires judgment in determining the appropriate comparable guideline companies and the related multiple.

Accounting for Preferred Share, Warrants, and Embedded Derivative

As discussed in Note 14 to the Husky Audited Financial Statements, on April 23, 2024, Husky and its subsidiaries completed the refinancing of its long-term debt, which involved the issuance of 370,000 Class A preferred shares and 111,794 warrants to acquire Class A common shares, for aggregate gross proceeds of $362.6 million. The Class A preferred shares included certain redemption features that met the definition of a derivative for accounting purposes. The $362.6 million of gross proceeds was bifurcated between the Class A preferred shares, the warrants and the embedded derivative based on a relative fair value allocation approach.

At each reporting date, management determines the fair value of the embedded derivative using a Monte Carlo Simulation, with changes in its fair value reported in the consolidated statement of operations. The Class A preferred shares are measured at the redemption value, accreted over the period from the date of issuance to the earliest redemption date using the interest method, less the fair value of the embedded derivative. At December 31, 2024, the value of the Class A preferred shares and embedded derivative liability asset were $490.5 million and $46 million, respectively.

The initial recognition of the Class A preferred shares, warrants and embedded derivative involved significant complexity and judgment by management in the temporary equity balance sheet classification and identification of embedded derivatives, specifically the criteria that the economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of CompoSecure Common Stock as of November 20, 2025 by:

•

each of the Company’s current directors and NEOs;

•

all current directors and NEOs of the Company as a group; and

•

each person known by the Company to be the beneficial owner of more than 5% of outstanding CompoSecure Common Stock.

The percentage ownership information is based on 126,411,164 shares of CompoSecure Common Stock outstanding as of November 20, 2025. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of November 20, 2025.

Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of CompoSecure Common Stock beneficially owned by such person.

Name and Address of Beneficial Owner(1)	Number of Shares of CompoSecure Common Stock		% of CompoSecure Common Stock(2)
Directors and current named executive officers
David M. Cote(3)		267,149		*
John D. Cote(4)		51,683,967		40.9%
Rebecca K. Corbin		5,240		*
Joseph J. DeAngelo(5)		58,640		*
Paul S. Galant(6)		93,647		*
Brian F. Hughes(7)		95,622		*
Mark R. James(8)		56,610		*
Thomas R. Knott(4)		50,415,127		39.8%
Dr. Krishna Mikkilineni(9)		12,147		*
Kevin M. Moriarty		13,000		*
Jane J. Thompson(10)		98,642		*
Jonathan C. Wilk(11)		2,692,891		2.1%
Dr. Adam Lowe(12)		980,609		*
All directors and executive officers as a group (16 persons)(13)		57,141,498		44.4%
Five Percent Holders
Tungsten 2024 LLC(4)		50,170,372		39.7%
Locust Wood Capital Advisors, LLC(14)		8,259,527		6.5%

Less than 1%.

(1)

The business address of each of our directors and NEOs is c/o CompoSecure, Inc., 309 Pierce Street, Somerset, New Jersey 08873.

(2)

The beneficial ownership of the Company as of November 20, 2025 is based on 126,411,164 shares of CompoSecure Common Stock outstanding as of such date.

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(3)

Reflects 22,394 shares of CompoSecure Common Stock owned by Mr. David Cote’s spouse, of which Mr. David Cote disclaims beneficial ownership, and 244,755 shares of CompoSecure Common Stock that Mr. David Cote has the right to acquire within 60 days of November 7, 2025 through the exercise of stock options.

(4)

Resolute Compo Holdings is the record holder of 49,290,409 shares of CompoSecure Common Stock. Tungsten is the managing member of Resolute. John D. Cote, an individual, is the manager of Tungsten. C 323 Holdings, LLC (“C 323 Holdings”) is a non-managing member of Resolute Compo Holdings. Thomas R. Knott, an individual, is the sole and managing member of C 323 Holdings. Mr. Cote, C 323 Holdings and Mr. Knott may be deemed to share beneficial ownership of the shares held of record by Resolute Compo Holdings. Tungsten separately owns 879,963 shares of CompoSecure Common Stock. Ridge Valley LLC is the holder of 1,500,000 shares of CompoSecure Common Stock. Mr. Cote is the manager of Ridge Valley LLC. Also includes, solely with respect to Mr. Cote, 13,595 shares of CompoSecure Common Stock that Mr. Cote has the right to acquire within 60 days of November 7, 2025 through the exercise of stock options and, solely with respect to Mr. Knott, 244,755 shares of CompoSecure Common Stock that Mr. Knott has the right to acquire within 60 days of November 7, 2025 through the exercise of stock options. The business address of Resolute Compo Holdings, Tungsten, Ridge Valley LLC, and C 323 Holdings, LLC is 445 Park Avenue, Suite 5B, New York, NY 10022.

(5)

Reflects 45,045 shares of CompoSecure Common Stock held by Mr. DeAngelo and 13,595 shares of CompoSecure Common Stock that Mr. DeAngelo has the right to acquire within 60 days of November 7, 2025 through the exercise of stock options.

(6)

Reflects 92,288 shares of CompoSecure Common Stock held by Mr. Galant and 1,359 shares of CompoSecure Common Stock that Mr. Galant has the right to acquire within 60 days of November 7, 2025 through the exercise of stock options.

(7)

Reflects 94,303 shares of CompoSecure Common Stock held by Mr. Hughes and 1,319 shares of CompoSecure Common Stock that Mr. Hughes has the right to acquire within 60 days of November 7, 2025 through the exercise of stock options.

(8)

Includes 21,565 shares of CompoSecure Common Stock held by the Mark R. James Revocable Trust and 21,450 shares of CompoSecure Common Stock held by the Tammy James Revocable Trust, Mark R. James and Tammy James, trustees. Also includes 13,595 shares of CompoSecure Common Stock that Mr. James has the right to acquire within 60 days of November 7, 2025 through the exercise of stock options.

(9)

Reflects 12,147 shares of CompoSecure Common Stock that Mr. Mikkilineni has the right to acquire within 60 days of November 7, 2025 through the exercise of stock options.

(10)

Reflects 97,480 shares of CompoSecure Common Stock held by Ms. Thompson and 1,162 shares of CompoSecure Common Stock that Ms. Thompson has the right to acquire within 60 days of November 7, 2025 through the exercise of stock options.

(11)

Includes 1,013,813 shares of CompoSecure Common Stock held directly by Mr. Wilk and 770,295 shares of CompoSecure Common Stock held by CompoSecure Employee LLC. Mr. Wilk may be deemed the beneficial owner of the shares owned by CompoSecure Employee LLC because he is the sole member of CompoSecure Employee LLC. Mr. Wilk disclaims beneficial ownership of the shares held by CompoSecure Employee LLC. Also includes 691,250 RSUs and 217,534 PSUs held by Mr. Wilk that will have vested within 60 days of November 7, 2025.

(12)

Reflects (i) 534,678 shares of CompoSecure Common Stock held by Dr. Lowe and (ii) 399,435 RSUs and 46,496 PSUs that will have vested within 60 days of November 7, 2025.

(13)

Includes an aggregate of 467,261 shares of CompoSecure Common Stock that individuals have the right to acquire within 60 days of November 7, 2025 through the exercise of stock options and an aggregate of 1,422,630 RSUs and 357,023 PSUs that will have vested within 60 days of November 7, 2025.

(14)

Locust Wood Capital Advisers, LLC may be deemed the beneficial owner of an aggregate of 8,259,527 shares of CompoSecure Common Stock through its role as the investment manager of Locust Wood Capital, LP and Locust Wood Ultra Fund, LP and certain other managed client accounts. LWCA

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FUTURE STOCKHOLDER PROPOSALS

Any stockholder proposal submitted to us pursuant to SEC Rule 14a-8 under the Exchange Act for inclusion in our proxy materials for our 2026 annual meeting must be received by us no later than the close of business on December 19, 2025.

In order for a stockholder to nominate a person for election to the Board or bring other business before the 2026 annual meeting of stockholders, the stockholder must comply with the advance notice provisions of our Bylaws, which require that the stockholder deliver written notice to the Corporate Secretary and comply with the other requirements set forth in the Bylaws. Specifically, we must receive this notice not less than 90 days (February 27, 2026) and not greater than 120 days (January 28, 2026) prior to the first anniversary of the Annual Meeting. In the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day prior to such annual meeting and no later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Company. Stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees under SEC Rule 14a-19 must comply with the applicable provisions of our Bylaws, as well as complying with the additional requirements of SEC Rule 14a-19, including the delivery of the notice required by SEC Rule 14a-19(b) by March 29, 2026. Any stockholder nomination or recommendation for director nominee must be submitted at c/o CompoSecure, Inc., 309 Pierce Street Somerset, New Jersey 08873, Attention: Corporate Secretary.

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HOUSEHOLDING OF PROXY MATERIAL

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers, banks and nominees) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies and intermediaries. Under this process, stockholders of record who have the same address and last name will receive a single envelope containing the proxy materials for all stockholders having that address. The proxy materials for each stockholder will include that stockholder’s unique control number needed to vote his or her shares.

Upon written or oral request, the Company will deliver a separate copy of proxy materials to any stockholder at a shared address to which a single set of proxy materials was delivered and who wishes to receive separate sets in the future. Stockholders receiving multiple sets of proxy materials may likewise request that the Company deliver a single set of proxy materials in the future. Stockholders may notify the Company of their requests by calling the Company at its principal executive offices at (908) 518-0500 or writing to 309 Pierce Street Somerset, New Jersey 08873, Attention: Corporate Secretary.

If you are a beneficial owner, you can request information about householding from your broker, bank or nominee.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and are required to file reports, any proxy statements and other information with the SEC. Any reports, statements or other information that we file with the SEC, including this Proxy Statement, may be accessed from the SEC’s website on the Internet at www.sec.gov, free of charge. You may also obtain any reports, statements or other information that we file with the SEC by accessing our website at www.composecure.com or you may request such reports, statements or other information in writing or by telephone as follows:

COMPOSECURE, INC.
309 Pierce Street
Somerset, New Jersey 08873
Attention: Corporate Secretary
Telephone: (908) 518-0500

Statements contained in this proxy statement, or in any document incorporated in this proxy statement by reference, regarding the contents of any contract or other document, are not necessarily complete, and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows us to “incorporate by reference” into this proxy statement documents we file, or portions of documents we file, with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement. This proxy statement and the information that we later file with the SEC may update and supersede the information incorporated by reference. Similarly, the information that we later file with the SEC may update and supersede the information in this proxy statement.

We also incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the special meeting (provided that we are not incorporating by reference any information furnished to, but not filed with, the SEC):

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 5, 2025;

•

information specifically incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 18, 2025, and the portions of any subsequent filings on Form 8-K made for the purposes of updating such information;

•

our Quarterly Reports on From 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 12, 2025, August 7, 2025 and November 3, 2025; and

•

our Current Reports on Form 8-K filed with the SEC on January 3, 2025, February 10, 2025 (Item 8.01 only), February 28, 2025, March 3, 2025, March 5, 2025, May 8, 2025, May 28, 2025, June 11, 2025 (Item 5.02 only) (as amended on July 17, 2025), July 14, 2025 (as amended on July 17, 2025), September 8, 2025 (Item 3.01 only), September 10, 2025, October 9, 2025, November 3, 2025 (Film No. 251442231) and November 4, 2025; (other than documents or portions of those documents deemed to be furnished but not filed).

You may request to receive from the Company any documents incorporated by reference into this proxy statement. Upon such request, the Company will mail the requested documents to you by first class mail, or another equally prompt means, without charge and within one business day after it receives your request. If you would like to request documents from us, please do so at least five business days before the date of the special meeting in order to receive timely delivery of those documents prior to the special meeting.

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE SPECIAL MEETING. WE HAVE

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Condensed Consolidated Interim Balance Sheets (Unaudited)
(United States dollars, in millions)

		As at
	Note	September 30, 2025			December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	4		$	26.2		$	57.4
Accounts receivable, net of allowances				253.9			269.1
Receivable from related party	10			23.4			22.4
Inventories, net of provisions	5			296.3			236.3
Prepaid expenses and other current assets	4			16.3			27.6
Income taxes receivable				10.5			2.7
Assets held for sale				3.4			3.3
Total current assets				630.0			618.8
Property, plant and equipment, net				365.5			358.2
Goodwill				1,922.8			1,922.8
Intangible assets, net				843.0			896.8
Deferred income tax assets				3.5			2.6
Income taxes receivable				4.7			4.4
Other long-term assets				30.2			18.9
Total assets			$	3,799.7		$	3,822.5
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities			$	303.9		$	336.1
Deferred revenues	7			186.9			165.8
Current portion of long-term debt	9			37.5			17.5
Income taxes payable				30.3			21.5
Other current liabilities	9			54.7			59.9
Total current liabilities				613.3			600.8
Long-term debt	9			2,653.2			2,657.9
Deferred income tax liabilities				70.7			86.9
Employee future benefits				4.0			3.8
Income taxes payable				24.2			23.3
Other long-term liabilities				35.2			26.6
Total liabilities				3,400.6			3,399.3
Commitments and contingencies	12
Temporary equity
Preference share capital, no par value, 370,000 Class A preferred shares authorized, issued and outstanding	9			490.5			490.5
Permanent deficit
Common Share capital, no par value, unlimited shares authorized, 935,522 and 935,522 shares issued and outstanding, respectively				748.7			748.7
Additional paid-in capital				0.8			0.9
Accumulated deficit				(781.8)			(702.4)
Accumulated other comprehensive loss				(59.1)			(114.5)
Total permanent deficit				(91.4)			(67.3)
Total liabilities, temporary equity and permanent deficit			$	3,799.7		$	3,822.5

See notes to the condensed consolidated interim financial statements (unaudited).

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Condensed Consolidated Interim Statements of Operations (Unaudited)
(United States dollars, in millions, except per share amounts)

		For the three-months ended September 30,						For the nine-months ended September 30,
	Note	2025			2024			2025			2024
Sales	7		$	367.0		$	343.1		$	1,047.9			1,003.7
Cost of goods sold				241.2			223.9			693.3			653.3
Gross profit				125.8			119.2			354.6			350.4
Selling, general and administrative expenses				75.5			68.2			222.1			207.4
Foreign currency losses				0.1			7.7			29.5			1.5
Operating income				50.2			43.3			103.0			141.5
Other expense
Interest, net				64.6			72.3			193.4			239.8
Embedded derivative fair value loss (gain)	9			5.0			(8.0)			—			(8.0)
Loss on assets held for sale				0.3			—			0.3			—
Loss on extinguishment of debt	9			—			—			—			21.7
Loss before income taxes				(19.7)			(21.0)			(90.7)			(112.0)
Provision for (recovery of) income taxes
Current				6.8			0.5			16.5			8.8
Deferred				85.4			(0.3)			(26.6)			(1.9)
Total (recovery of) provision for income taxes	6			92.2			0.2			(10.1)			6.9
Net loss				(111.9)			(21.2)			(80.6)			(118.9)
Less: Preferred return on preference share capital	9			5.0			(8.0)			—			(214.5)
Net loss attributable to common equity holders			$	(106.9)		$	(29.2)		$	(80.6)		$	(333.4)
Weighted average number of common shares outstanding				935,522			935,532			935,522			935,532
Net loss per share attributable to common equity holders (basic and diluted)			$	(114.27)		$	(31.21)		$	(86.16)		$	(356.37)

See notes to the condensed consolidated interim financial statements (unaudited).

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Condensed Consolidated Interim Statements of Stockholders’ Equity (Unaudited)
(United States dollars, in millions)

											Accumulated other comprehensive loss									Total permanent equity (deficit)
	Note	Common Share capital			Additional paid-in capital			Accumulated deficit			Foreign currency items			Employee benefit plans			Forward contracts			Total permanent equity (deficit)
Balance as at December 31, 2023			$	748.9		$	15.2		$	(458.9)		$	(75.9)		$	1.9		$	(1.6)		$	229.6
Net loss				—			—			(97.7)			—			—			—			(97.7)
Cumulative translation adjustment				—			—			—			(18.5)			—			—			(18.5)
Unrealized losses on foreign currency forward contracts, net of tax				—			—			—			—			—			(4.8)			(4.8)
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8			—			—			—						—			1.8			1.8
Share repurchases				(0.1)			—			—			—			—			—			(0.1)
Issuance of warrants (net)				—			19.6			—			—			—			—			19.6
Preferred return on preference share capital	9			—			(35.2)			(171.3)			—			—			—			(206.5)
Stock-based compensation				—			0.5			—			—			—			—			0.5
Balance as at June 30, 2024				748.8			0.1			(727.9)			(94.4)			1.9			(4.6)			(76.1)
Net loss				—			—			(21.2)			—			—			—			(21.2)
Cumulative translation adjustment				—			—			—			20.7			—			—			20.7
Unrealized gains on foreign currency forward contracts, net of tax				—			—			—			—			—			1.5			1.5
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8			—			—			—						—			0.8			0.8
Share repurchases				(0.1)			—			—			—			—			—			(0.1)
Preferred return on preference share capital	9			—			(0.5)			(7.5)			—			—			—			(8.0)
Stock-based compensation				—			0.4			—			—			—			—			0.4
Balance as at September 30, 2024			$	748.7		$	—		$	(756.6)		$	(73.7)		$	1.9		$	(2.3)		$	(82.0)
Balance as at December 31, 2024			$	748.7		$	0.9		$	(702.4)		$	(104.6)		$	(0.8)		$	(9.1)		$	(67.3)
Net profit				—			—			31.3			—			—			—			31.3
Cumulative translation adjustment				—			—			—			49.0			—			—			49.0
Unrealized gains on foreign currency forward contracts, net of tax				—			—			—			—			—			4.8			4.8
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8			—			—			—			—			—			2.5			2.5
Preferred return on preference share capital	9			—			(1.2)			(3.8)			—			—			—			(5.0)
Stock-based compensation				—			0.7			—			—			—			—			0.7
Balance as at June 30, 2025				748.7			0.4			(674.9)			(55.6)			(0.8)			(1.8)			16.0
Net loss				—			—			(111.9)			—			—			—			(111.9)
Cumulative translation adjustment				—			—			—			1.4			—			—			1.4
Unrealized losses on foreign currency forward contracts, net of tax				—			—			—			—			—			(2.5)			(2.5)
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8			—			—			—			—			—			0.2			0.2
Preferred return on preference share capital	9			—			—			5.0			—			—			—			5.0
Stock-based compensation				—			0.4			—			—			—			—			0.4
Balance as at September 30, 2025			$	748.7		$	0.8		$	(781.8)		$	(54.2)		$	(0.8)		$	(4.1)		$	(91.4)

See notes to the condensed consolidated interim financial statements (unaudited).

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Condensed Consolidated Interim Statements of Cash Flows (Unaudited)
(United States dollars, in millions)

		For the nine-months ended September 30,
	Note	2025			2024
OPERATING ACTIVITIES
Net loss			$	(80.6)		$	(118.9)
Adjustments for:
Depreciation and amortization				122.5			128.3
Stock-based compensation				1.1			0.9
Deferred income taxes, including related foreign exchange losses				(23.8)			(2.1)
Loss on extinguishment of debt				—			21.7
Embedded derivative fair value loss (gain)				—			(8.0)
Loss on assets held for sale				0.3			—
Impairment				—			1.8
Other				(1.8)			3.3
Changes in operating assets and liabilities:
Accounts receivable				24.6			2.8
Inventories				(49.9)			(12.2)
Prepaid expenses and other current assets				(2.5)			(2.2)
Income taxes				0.8			3.6
Accounts payable and accrued liabilities				(17.6)			(27.3)
Deferred revenues				11.4			10.8
Cash (used in) provided by operating activities				(15.5)			2.5
INVESTING ACTIVITIES
Additions to property, plant and equipment and intangible assets				(37.6)			(24.5)
Proceeds from sale of property, plant and equipment				0.4			0.5
Loan to related party	10			—			(20.0)
Cash used in investing activities				(37.2)			(44.0)
FINANCING ACTIVITIES
Proceeds from Revolver				71.0			123.0
Payment of Revolver				(51.0)			(103.0)
Proceeds from issuance of long-term debt, net of discounts				—			2,716.2
Debt issuance costs				(1.7)			(39.3)
Principal repayments of long-term debt				(13.1)			(3,025.6)
Proceeds from equity issuances, net of discounts				—			362.6
Equity issuance costs				—			(16.0)
Share repurchases				—			(0.2)
Cash provided by financing activities				5.2			17.7
Effect of exchange rate changes on cash and cash equivalents				1.6			—
Net decrease in cash and cash equivalents				(45.9)			(23.8)
Cash, cash equivalents and restricted cash, beginning of the year				72.1			79.9
Cash, cash equivalents and restricted cash, end of the period			$	26.2		$	56.1
Supplemental cash flow information:
Cash income taxes paid			$	18.8		$	6.2
Cash interest paid			$	204.7		$	227.9

See notes to the condensed consolidated interim financial statements (unaudited).

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

NATURE OF OPERATIONS

Husky Technologies Limited (and together with its direct and indirect wholly-owned subsidiaries, referred to herein as “Husky”, the “Company”, “we”, “us” and “our”) was incorporated on March 5, 2018, under the laws of the Province of British Columbia, Canada. The Company is indirectly owned by investment vehicles of certain private investment funds sponsored by Platinum Equity, LLC (together with its affiliated investment vehicles, “Platinum”). The Company’s head office is located at 500 Queen Street, Bolton, Ontario, Canada, L7E 5S5.

The Company is a leading global provider of highly engineered injection molding technology solutions and services, including Polyethylene Terephthalate (“PET”) systems, molds, hot runners and controllers (“Tooling”) and aftermarket services and spare parts serving consumer packaging end markets. The Company operates manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China and India.

The Company serves customers in approximately 140 countries through its global sales and service network. The Company provides comprehensive and integrated system solutions that are comprised of injection molding machines, molds, hot runners and controllers (“Husky System(s)”). We also sell Tooling separately as well as aftermarket services and spare parts to our large global installed base.

BASIS OF PRESENTATION

These condensed consolidated interim financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”) except that they do not include all the information and disclosures required in the annual audited consolidated financial statements. These condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended December 31, 2024. In the opinion of management, all adjustments of normal recurring nature that are necessary for a fair presentation of the condensed consolidated interim financial statements have been made. The Company uses judgment to consider all facts and circumstances in determining accounting estimates, which are reviewed if a significant event or change in circumstances occurs during the interim period.

SIGNIFICANT ACCOUNTING POLICIES

There have been no changes to the significant accounting policies disclosed in the annual consolidated financial statements of the Company for the year ended December 31, 2024.

Accounting standards adopted or recently issued

There were no new accounting standards adopted for the period ended September 30, 2025. The following accounting standards were recently released but not yet adopted. The Company considers the applicability and impact of all recently issued Financial Accounting Standards Board (“FASB”) accounting standards. Accounting standards not noted below were assessed and determined to be not applicable or not material to the Company.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statements and whether to apply the standard prospectively or retrospectively.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures”. This

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

requires disclosure of disaggregated information about specific expense categories that are considered relevant. The adoption of this ASU will result in additional disclosure, but will not impact our consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income (Topic 220-40): Clarifying the Effective Date” that amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The adoption of this ASU will not impact our consolidated financial statements.

In July 2025, the FASB issued amendments to ASU 2025-05, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. This permits entities other than public business entities that elect practical expedient to consider cash collection activity after the balance sheet date when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions. Practical expedient assumes the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset. All entities can elect a practical expedient. This will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The adoption of this ASU will not have a material impact our consolidated financial statements.

In September 2025, the FASB issued amendments to ASU 2025-06, “Intangibles — Goodwill and Other Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” The amendments in this ASU remove all references to prescriptive and sequential software development stages (referred to as “project stages”). Accordingly, an entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to complete recognition threshold”). This will be effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The adoption of this ASU will not have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”. ASU 2025-07 excludes with some exceptions from derivative accounting non-exchange traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. and clarifies that an entity should apply the guidance in FASB ASC 606, including the guidance on noncash consideration to a contract with share-based noncash consideration (e.g., shares, share options, or other equity instruments) from a customer for the transfer of goods or services. This will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The impact of this adoption on our consolidated financial statements is being evaluated.

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash and cash equivalents include cash on account and short-term investments in term deposits with maturities of three months or less from the date of acquisition and are valued at cost plus accrued interest, which approximates fair value. It may also include other investments readily convertible into cash with insignificant risks of changes in fair value. The Company’s cash and cash equivalents consist of demand deposits with banks and investments in money market funds.

The Company records restricted cash within prepaid expenses and other current assets on the condensed consolidated interim balance sheets. As at September 30, 2025 and December 31, 2024, the restricted cash was $nil and $14.7 million, respectively. The amounts were held in escrow pending certain tax disputes that were subject to a tax indemnity held by the seller from a prior business combination and assumed by the Company upon acquisition on March 28, 2018. The corresponding liability associated with this tax

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

indemnity had been included in accounts payable and accrued liabilities. Following resolution of the matter on January 6, 2025, the amounts held in escrow were released and related tax liability was settled.

As at September 30, 2025 and December 31, 2024, total cash, cash equivalents and restricted cash was $26.2 million and $72.1 million, respectively.

INVENTORIES

Inventories consisted of the following:

	As at
	September 30, 2025			December 31, 2024
Raw materials		$	114.0		$	101.0
Work in process			78.2			50.7
Finished goods			104.1			84.6
Total		$	296.3		$	236.3

For the three and nine-months ended September 30, 2025, inventories recognized as an expense were $241.2 million and $693.3 million, respectively ($223.9 million and $653.3 million for the three and nine-months ended September 30, 2024, respectively). As at September 30, 2025 and December 31, 2024, inventories were presented net of provisions of $35.2 million and $30.8 million, respectively.

INCOME TAXES

For the three and nine-months ended September 30, 2025, the Company applied the discrete effective tax rate method to calculate its interim income tax provision. The discrete method is applied when the estimated annual effective tax rate (“AETR”) yields an estimate that is not reliable, and the actual effective rate for the year-to-date results represents the best estimate of tax expense. The Company believes that the AETR method is not reliable when estimated marginal annual ordinary earnings results in wide variability in the effective tax rate. The Company evaluates its methodology each interim period to determine the best estimate of the AETR. As a result of applying the discrete method, the Company recorded a year-to-date recovery of income taxes on its year-to-date losses before income taxes.

For the three and nine-months ended September 30, 2025, the Company’s overall effective tax rates were -468.0% and 11.1%, respectively (-0.1% and -6.2% for the three and nine-months ended September 30, 2024, respectively). The difference between the effective tax rate and the statutory tax rate of 26.5% for the three-months ended September 30, 2025, is primarily due to the Company applying the discrete method, which resulted in a reversal of prior quarters AETR adjustments, valuation allowance for deferred tax assets, non-deductible fair value adjustments on derivatives, tax accrued on undistributed foreign earnings, and the geographic mix of earnings, which are partially offset by prior period adjustments. The difference between the effective tax rate and the statutory tax rate of 26.5% for the nine months ended September 30, 2025, is primarily due to the valuation allowance for deferred tax assets and non-deductible foreign exchange translation, which are partially offset by prior period adjustments.

It is expected that the Pillar Two model (“Pillar Two”) rules published by the Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting will apply in most of the jurisdictions the Company operates in and will serve to extract additional tax in jurisdictions where the Company pays tax below a minimum 15% threshold. The Company has performed an assessment of its potential exposure to Pillar Two and has concluded that it has no material exposure in 2025.

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

REVENUE AND SEGMENT DISCLOSURES

Revenue, classified by nature, consisted of the following:

	For the three-months ended September 30,						For the nine-months ended September 30,
	2025			2024			2025			2024
Tooling and aftermarket		$	283.9		$	269.6		$	816.0		$	789.6
Systems			83.1			73.5			231.9			214.1
Total Sales		$	367.0		$	343.1		$	1,047.9		$	1,003.7

Revenue contract assets and liabilities

The following table sets forth the activity in the Company’s revenue contract assets and liabilities for the periods ended September 30, 2025 and December 31, 2024:

	Trade receivables, net(1)			Deferred revenue
Balance as at December 31, 2023		$	227.3		$	189.8
Increases due to invoicing of new or existing contracts			1,494.5			887.0
Decreases due to payment, fulfillment of performance obligations, or other			(1,462.9)			(911.0)
Balance as at December 31, 2024			258.9			165.8
Increases due to invoicing of new or existing contracts			1,047.9			672.1
Decreases due to payment, fulfillment of performance obligations, or other			(1,066.7)			(651.0)
Balance as at September 30, 2025		$	240.1		$	186.9

(1)

Includes unbilled trade receivables related to the sale of medical molds, for which revenue is recognized over time, in the amount of $7.8 million as at September 30, 2025 ($6.8 million as at December 31, 2024).

The Company does not have sales to one customer that exceed 10% of total revenue.

As at September 30, 2025, the accounts receivable, net of allowances of $253.9 million ($269.1 million as at December 31, 2024) are comprised of trade receivables, net of $240.1 million and other receivables of $13.8 million ($258.9 million and $10.3 million, respectively, as at December 31, 2024). As at September 30, 2025 and December 31, 2024, other receivables include $8.8 million and $8.5 million, respectively, related to sales taxes receivable from the Government.

FAIR VALUE MEASUREMENTS

The fair value amounts disclosed below represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts for cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate fair values for the periods presented due to their short-term maturity.

Debt

The fair value of the Company’s fixed rate debt (“Senior Secured Notes”) and long-term portion of floating rate debt (“Term Loan”) is determined by using Level 2 based approach by observing the price at which it is exchanged between qualified institutional lenders. The fair value of the Company’s revolving credit facility (the “Revolver”), equals to its carrying value.

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

The carrying amounts and the estimated fair values of the Company’s debt consisted of the following:

	As at
	September 30, 2025						December 31, 2024
	Carrying amount			Fair value amount			Carrying amount			Fair value amount
Term Loan		$	1,680.7		$	1,736.8		$	1,687.2		$	1,752.7
Senior Secured Notes			990.0			1,045.0			988.2			1,045.0
Revolver			20.0			20.0			—			—
Total		$	2,690.7		$	2,801.8		$	2,675.4		$	2,797.7

Derivative financial assets and liabilities

Foreign currency forward contracts are carried at fair value, which is determined using Level 2 market-based valuation that relies on market observable inputs adjusted to take into account the creditworthiness of the counterparties or the Company, as applicable, and the effects of credit risk mitigating factors such as master netting agreements and collateral agreements.

The fair value of the preferred shares embedded derivatives was determined to be a Level 3 instrument and was valued using the with and without method Monte Carlo Simulation.

The following table presents the fair value and the condensed consolidated interim balance sheets classification of the derivative financial instruments:

	As at
	September 30, 2025						December 31, 2024
	Financial assets			Financial liabilities			Financial assets			Financial liabilities
Foreign currency forward contracts (Level 2)		$	0.6		$	(3.3)		$	—		$	(9.8)
Embedded derivatives (Level 3)			—			(46.0)			—			(46.0)
Fair value		$	0.6		$	(49.3)		$	—		$	(55.8)

Derivative financial assets are included as part of other long-term assets and prepaid expenses and other current assets and derivative financial liabilities are included as part of other current liabilities and other long-term liabilities in the condensed consolidated interim balance sheets.

The following table provides a summary of the pre-tax profit or loss effect of the Company’s derivative financial instruments designated as foreign exchange cash flow hedges for the three and nine-months ended September 30, 2025 and 2024. All unrealized gains or losses are reflected in other comprehensive (loss) income, net of tax of the condensed consolidated interim statements of comprehensive (loss) income and the cash flow impact is reflected as part of changes in other assets and liabilities in operating activities section of the condensed consolidated interim statements of cash flows.

	For the three-months ended September 30,						For the nine-months ended September 30,
	2025			2024			2025			2024
Effective portion
Amount of realized loss		$	0.3		$	1.1		$	3.7		$	3.6
Amount of loss classified from accumulated other comprehensive loss into net loss		$	0.3		$	1.1		$	3.7		$	3.6

All foreign exchange cash flow hedges were effective for the periods presented.

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

As at September 30, 2025, the notional amounts related to Canadian dollar hedges for the years 2025, 2026 and 2027 were $70.4 million, $191.4 million and $64.8 million respectively, which were hedged at an average rate of 1.36388, 1.36314 and 1.35480 Canadian dollar per U.S. dollar, respectively. With respect to the foreign currency forward contracts related to Canadian dollar expenses, as at September 30, 2025, a 1% strengthening or weakening of the Canadian dollar against the U.S. dollar would decrease or increase pre-tax other comprehensive (loss) income by $2.2 million.

LONG-TERM DEBT AND OTHER BORROWINGS

Long-term debt consisted of the following:

	Term Loan			Revolver			Senior Secured Notes			Senior Notes			Senior PIK Notes			Total
Balance as at December 31, 2023		$	1,964.6		$	—		$	—		$	623.3		$	405.5		$	2,993.4
Borrowings			1,750.0			—			1,000.0			—			—			2,750.0
Drawdowns			—			183.0			—			—			—			183.0
Principal paid			(1,988.0)			(183.0)			—			(630.0)			(412.0)			(3,213.0)
Transaction cost			(34.7)			—			(6.3)			—			—			(41.0)
Debt discount			(26.3)			—			(7.5)			—			—			(33.8)
Amortization of transaction costs			7.1			—			0.9			0.9			1.1			10.0
Amortization of debt discount			3.4			—			1.1			—			0.6			5.1
Write-off of transaction costs & debt discount			11.1			—			—			5.8			4.8			21.7
Balance as at December 31, 2024			1,687.2			—			988.2			—			—			2,675.4
Drawdowns			—			71.0			—			—			—			71.0
Principal paid			(13.1)			(51.0)			—			—			—			(64.1)
Transaction cost			(1.7)			—			—			—			—			(1.7)
Amortization of transaction costs			3.6			—			1.0			—			—			4.6
Amortization of debt discount			4.7			—			0.8			—			—			5.5
Balance as at September 30, 2025		$	1,680.7		$	20.0		$	990.0		$	—		$	—		$	2,690.7
Classification
Current portion		$	17.5		$	20.0		$	—		$	—		$	—		$	37.5
Non-current portion			1,663.2			—			990.0			—			—			2,653.2
Total as at September 30, 2025		$	1,680.7		$	20.0		$	990.0		$	—		$	—		$	2,690.7
Classification
Current portion		$	17.5		$	—		$	—		$	—		$	—		$	17.5
Non-current portion			1,669.7			—			988.2			—			—			2,657.9
Total as at December 31, 2024		$	1,687.2		$	—		$	988.2		$	—		$	—		$	2,675.4

As at September 30, 2025 and December 31, 2024, the Company had availability of $251.3 million and $272.8 million, respectively, under the Revolver, net of letters of credit outstanding under the credit facility of $2.5 million and $1.0 million, respectively. As at September 30, 2025, the Company was in compliance with all debt covenants and conditions.

As at September 30, 2025 and December 31, 2024, the interest rate on the Term Loan was 7.92% and 8.80%, respectively. As at September 30, 2025 and December 31, 2024, the outstanding balance on the Revolver was $20.0 million and $nil respectively. As at September 30, 2025 and December 31, 2024, the interest rate on the Revolver was 9.17% and 11.75%, respectively.

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

On September 9, 2025, Husky Injection Molding Systems Limited completed Amendment No. 7 to the credit agreement to reduce the Term Loan rate from Secured Overnight Financing Rate (“SOFR”) plus 4.50% to SOFR plus 3.75% per annum.

As at both September 30, 2025 and December 31, 2024, the cumulative preferred return was approximately $206.5 million, and is reflected within preference share capital on the condensed consolidated interim balance sheets.

Of the total decrease in preferred return of $5.0 million for the three-months ended September 30, 2025 (compared to an increase of $8.0 million for the same periods in 2024), the Company recognized $5.0 million as an increase to accumulated deficit, (compared to a decrease of $0.5 million and $7.5 million, to additional paid-in capital and accumulated deficit, respectively, for the same periods in 2024).

Of the total preferred return of $nil for the nine-months ended September 30, 2025 (compared to $214.5 million for the same periods in 2024), the Company recognized $1.2 million as reductions and $1.2 million as increase, to additional paid-in capital and accumulated deficit, respectively (compared to the reductions in corresponding amounts of $35.7 million and $178.8 million, respectively, for the same periods in 2024).

The above preferred return adjustments are reflected in the condensed consolidated interim statements of stockholders’ equity.

The following table summarizes the preference share capital activities for the period ended September 30, 2025 and December 31, 2024:

	Preference Share Capital
Balance as at December 31, 2023		$	—
Issuance of preference share capital			349.1
Preferred shares discount			(6.0)
Transaction costs			(13.1)
Bifurcation of embedded derivative			(46.0)
Preferred return			206.5
Balance as at December 31, 2024 and September 30, 2025		$	490.5

As at both September 30, 2025 and December 31, 2024, the fair value of the embedded derivatives is $46.0 million, and has been recorded in other current liabilities within the condensed consolidated interim balance sheets. For the three and nine-months ended September 30, 2025, the Company recognized a derivatives fair value adjustment of $5.0 million and $nil change, respectively ($8.0 million for the three and nine-months ended September 30, 2024), in the condensed consolidated interim statements of operations.

10.

RELATED PARTY TRANSACTIONS

The following tables summarizes related party transactions in the condensed consolidated interim statements of operations.

	For the three-months ended September 30,						For the nine-months ended September 30,
	2025			2024			2025			2024
Fees for corporate and advisory services		$	1.3		$	1.3		$	4.1		$	4.1
Interest income on promissory note			0.3			0.3			0.8			0.5
Total		$	1.6		$	1.6		$	4.9		$	4.6

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

Under a corporate advisory services agreement with Platinum Equity Advisors, LLC (“Platinum Advisors”), an entity affiliated with Platinum, the Company pays an annual fee for certain corporate and advisory services provided by Platinum Advisors and reimburses Platinum Advisors for expenses incurred in the provision of such services. As at September 30, 2025 and December 31, 2024, the Company has accrued $2.5 million and $1.3 million, respectively, related to such fees and reimbursements. These amounts were included in accounts payable and accrued liabilities in the condensed consolidated interim balance sheets. The interest income on promissory note is included in Interest, net and all other related party transactions are included in selling, general and administrative expenses within the condensed consolidated interim statements of operations.

On April 19, 2024, the Company entered into a promissory note receivable with an entity that has a majority ownership in the Company in the amount of $20.0 million, bearing interest at 6% and due on demand. As at September 30, 2025 and December 31, 2024, the Company also had other receivables of $1.8 million and $1.6 million, respectively, due on demand, from its parent holding companies in relation to the general and administration fees paid by the Company on behalf of such parent holding companies. As at September 30, 2025 and December 31, 2024, the Company had interest receivables of $1.6 million and $0.8 million, respectively, in relation to the promissory note. As at both September 30, 2025 and December 31, 2024, these amounts are included in receivable from related party in the condensed consolidated interim balance sheets.

The following tables summarizes related party receivable in the condensed consolidated interim balance sheets.

	As at
	September 30, 2025			December 31, 2024
Promissory note receivable		$	20.0		$	20.0
General and administration fees receivable			1.8			1.6
Interest receivable on promissory note			1.6			0.8
Total		$	23.4		$	22.4

11.

ENTERPRISE RISK MANAGEMENT

Russia Ukraine war risk

The conflict between Russia and Ukraine has led to additional and more severe sanctions imposed by the United States of America, United Kingdom, European Union, Canada and other countries on certain Russian institutions and individuals and which also impose various broad sectoral restrictions. These developments have resulted in reduced access for Russian businesses to international export markets, weakening of the Russian Ruble and other negative economic consequences. As we have limited operations in Russia and Ukraine, there is no material impact to our business, financial condition, or results of operations.

Concentration of credit risk

Credit risk is the risk that one party to a financial instrument will fail to perform its obligations, causing a loss for the other. Our financial assets are exposed to credit risk consist primarily of cash and cash equivalents, accounts receivable and derivative instruments with positive fair values. The carrying value of these assets represents our maximum credit exposure.

We manage potential credit risk through a variety of mechanisms, including by dealing with highly creditworthy financial institutions and adhering to our prescribed counterparty credit and concentration limits.

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

Our customers are geographically diversified with no concentration of receivables by customer or geography. We manage our accounts receivable credit risk by analyzing the counterparties’ financial condition prior to entering into an agreement, establishing credit limits and obtaining cash, letters of credit or other acceptable forms of security from customers to provide credit support, based on such analysis of the customer and the terms and conditions applicable to each transaction.

Derivatives are only entered into with highly creditworthy banks, and the derivatives portfolio is held with several banks to reduce concentration risk.

Liquidity risk

Our debt levels, or any future increase in our debt level, may adversely affect our financial condition such as:

•

limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;

•

require a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes;

•

increase our vulnerability to general adverse economic and market conditions;

•

expose us to the risk of increased interest rates;

•

limit our flexibility in planning for and reacting to changes in the markets in which we compete and to changing business and economic conditions;

•

restrict us from making strategic acquisitions or causing us to make non-strategic divestitures;

•

impair our ability to obtain additional financing in the future;

•

place us at a disadvantage compared to other, less leveraged competitors and affect our ability to compete; and

•

increase our cost of borrowing.

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate with changes in market interest rates. We are exposed to interest rate risk primarily through our long-term, floating rate debt, principally including our debt under our existing credit facilities. Assuming no significant changes in our long-term debt balance as of September 30, 2025, a 1% increase or decrease in the interest rate of our funded floating-rate debt would increase or decrease interest expenses by $14.5 million for the next 12 months.

Foreign currency risk

We operate in international markets and, accordingly, our competitiveness and financial results are subject to foreign currency fluctuations where revenues and costs are denominated in currencies other than U.S. dollars. For example, a large percentage of our expenses are incurred in Canadian dollars, while a large percentage of our sales are denominated in U.S. dollars. Increases in the value of the Canadian dollar relative to the U.S. dollar could have a material adverse effect on the overall competitiveness of our products and services and, therefore, our financial results. In addition, our equipment selling prices are largely denominated in U.S. dollars or Euros, and any material decline in the value of a customer’s base currency relative to the U.S. dollar or Euro may have a material adverse effect on our sales volumes and operating

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

margins. We are also exposed to currency movements for other currencies, including the Japanese Yen and Chinese Renminbi. We compete against equipment manufacturers domiciled in various countries. These competitors benefit when the currency of their cost base depreciates against the U.S. dollar.

We regularly enter into foreign exchange forward contracts primarily to reduce our exposure to Canadian dollar currency rate fluctuations. We typically limit our forward contracts to a maximum of a two-year period. In accordance with ASC Topic 815, Derivatives and Hedging, these foreign exchange contracts are accounted for as cash flow hedges.

Geographic risk

Our significant international operations subject us to risks associated with operating in foreign jurisdictions, such as unfavorable political, regulatory, economic, labor and tax conditions. We are a global business with a significant portion of our operations and revenue outside of North America.

Our international operations, such as our manufacturing operations and other facilities in Brazil, China, India, Luxembourg and Mexico, are subject to risks inherent in doing business in foreign countries, including, among others:

•

potential imposition of restrictions on investments;

•

requirements of foreign laws and other governmental controls, including trade and labor restrictions and related laws that reduce the flexibility of our business operations;

•

the imposition by the U.S. government and foreign governments of trade barriers such as quotas, preferential bidding, import restrictions and/or export restrictions or controls;

•

potential staffing difficulties and labor disputes;

•

managing and obtaining support and distribution for local operations;

•

increased costs of transportation or shipping;

•

credit risk and financial conditions of local customers and distributors;

•

risk of nationalization of private enterprises by foreign governments;

•

potential adverse tax consequences; and

•

potential difficulties in protecting intellectual property.

We may be subject to unanticipated income taxes, excise duties, import taxes, export taxes, value added taxes, or other governmental assessments, and taxes may be impacted by changes in legislation in the tax jurisdictions in which we operate. In addition, our organizational and capital structure may limit our ability to transfer funds between countries without incurring adverse tax consequences. Any of these events could result in a loss of business or other unexpected costs that could reduce revenue or profits and have a material adverse effect on our financial condition, results of operations and cash flows.

Potential impact of recently enacted and proposed tariffs on the Company’s business

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Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
In millions of U.S. dollars (except for share amounts)

12.

COMMITMENTS AND CONTINGENCIES

The Company’s commitments, guarantees, contingencies and indemnifications consisted of the following:

Letters of credit and guarantees

The Company may request that its bank issue letters of credit or letters of guarantee in favor of suppliers, customers and/or tax authorities to payment of certain obligations. As at September 30, 2025 and December 31, 2024, the Company issued such letters totaling $26.1 million and $13.4 million, respectively. For the three and nine-months ended September 30, 2025 and 2024, there were no material payments against such obligations.

The Company may, in certain cases, guarantee equipment performance benchmarks. Such guarantees may entail payment of a monetary penalty, or may commit the Company to repurchase the equipment, if the performance benchmarks are not met. For the three and nine-months ended September 30, 2025 and 2024, the Company made no material payments to its customers related to equipment performance guarantees.

Future capital expenditures

As at September 30, 2025 and December 31, 2024, the Company had commitments to make future capital expenditures under non-cancellable contracts of $16.5 million and $21.1 million, respectively.

Other contingencies

The Company has been named as defendant in certain legal actions and is subject to various risks and contingencies arising in the ordinary course of business. Management believes that adequate provisions have been recorded in the condensed consolidated interim financial statements, as required. Although it is not possible to estimate the extent of potential costs, if any, management believes that ultimate resolution of such contingencies would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Indemnifications

In the ordinary course of business, the Company has entered into agreements that include indemnifications in favor of third parties related mainly to lending agreements (for example, tax and environmental indemnifications). Such agreements do not specifically quantify the Company’s liability and, therefore, it is not possible to estimate the potential liability under these indemnities. Historically, the Company has not made any significant payments under indemnifications provided in the ordinary course of business.

13.

SUBSEQUENT EVENTS

On November 2, 2025, Husky entered into the Transaction Agreement as described elsewhere in this Proxy statement.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Husky Technologies Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Husky Technologies Limited and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the years in the three year period ended December 31, 2024, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

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Valuation of Goodwill

	Description of the Matter			On December 31, 2024, the Company’s goodwill was $1,923 million. As discussed in Note 3 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level or more frequently if impairment indicators arise. Goodwill is tested for impairment utilizing the market approach, which applies a market multiple to the trailing twelve months of total adjusted earnings before interest, tax, depreciation and amortization of the reporting unit, to estimate the fair value of the reporting unit for the year ended December 31, 2024. Auditing management’s quantitative goodwill impairment assessment was complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, including the market multiple applied in the market approach which requires judgment in determining the appropriate comparable guideline companies and the related multiple.
	How We Addressed the Matter in Our Audit			To test the estimated fair value of the Company’s reporting unit, we involved our valuation specialists and performed audit procedures that included, among others, evaluating the market multiple through comparing the multiple selected by management to its guideline companies with similar operations and economic characteristics, as well as comparing the multiple to observed precedent transactions. We tested the underlying source information and mathematical accuracy of the calculations. We performed sensitivity analysis over the market multiple used by management to evaluate the changes in the fair value of the Company’s reporting unit that would result from changes in the assumption.

Accounting for Preferred Share, Warrants, and Embedded Derivative

Description of the Matter

As discussed in Note 14 to the consolidated financial statements, on April 23, 2024, the Company completed the refinancing of its long-term debt, which involved the issuance of 370,000 Class A Preferred Shares (the “Preferred Shares”) and 111,794 warrants to acquire Class A Common Shares (the “Warrants”), for aggregate gross proceeds of $362.6M. The Preferred Shares included certain redemption features that met the definition of a derivative for accounting purposes (the “Embedded Derivative”). The $362.6M of gross proceeds was bifurcated between the Preferred Shares, Warrants and Embedded Derivative based on a relative fair value allocation approach.

At each reporting date, management determines the fair value of the Embedded Derivative using a Monte Carlo Simulation, with changes in its fair value reported in the consolidated statement of operations. The Preferred Shares are measured at the redemption value, less the fair value of the Embedded Derivative. At December 31, 2024, the value of the Company’s Preferred Shares and Embedded Derivative liability asset were $490.5 million and $46 million, respectively.

The initial recognition of the Preferred Shares, Warrants and Embedded Derivative involved significant complexity and judgment by management. Auditing the initial valuation of the Preferred Shares, Warrants and Embedded Derivative, and subsequent valuation of the Embedded

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				Derivative, was complex and required the involvement of valuation specialists due to the judgmental nature of assumptions (e.g., probabilities of redemption scenarios and the stock price of the Company) and the complexity of the model used to determine the fair value. The valuation method and assumptions had a significant effect on the fair value measurement of the financial instruments.
	How We Addressed the Matter in Our Audit			We read the applicable agreements and compared the key terms from the agreements to management’s analysis of the transaction. We evaluated management’s conclusions regarding the balance sheet classification of the Preferred Shares, Warrants and Embedded Derivative through evaluation of the terms within the applicable agreements and considering the applicable generally accepted accounting standards. To assess the accounting for the issuance of the Preferred Shares, Warrants and Embedded Derivative, our procedures included, among others (i) evaluating management’s assessment of preferred shareholders’ contingent redemption rights that are outside the Company’s control to determine mezzanine equity balance sheet classification, and (ii) evaluating embedded derivative features, specifically the criteria that the economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract. To test the measurement and valuation of the Preferred Shares, Warrants and Embedded Derivative, our audit procedures, which involved the assistance of our valuation specialists, included, among others, evaluating the appropriateness of the valuation methodology, model and the significant assumptions used by management, including evaluating management’s assumptions relating to the probability of the redemption scenarios and the stock price of the Company. We evaluated the Company’s related accounting policies and disclosures in the consolidated financial statements to assess appropriateness and conformity with US GAAP.

/s/ Ernst & Young LLP

Chartered Professional Accountants
Licensed Public Accountants

We have served as the Company’s auditor since at least 1997, but we are unable to determine the specific year.

Toronto, Canada
February 27, 2025

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Consolidated Balance Sheets
(United States dollars, in millions)

		As at December 31,
	Note	2024			2023
Assets
Current assets
Cash and cash equivalents	4		$	57.4		$	65.2
Accounts receivable, net	5			291.5			237.2
Inventories, net	6			236.3			269.5
Prepaid expenses and other current assets	4			27.6			29.0
Income taxes receivable				2.7			14.7
Assets held for sale	10			3.3			—
Total current assets				618.8			615.6
Property, plant and equipment, net	10			358.2			378.9
Goodwill	12			1,922.8			1,922.8
Intangible assets, net	12			896.8			1,011.3
Deferred income tax assets	7			2.6			2.9
Income taxes receivable				4.4			4.5
Other long-term assets	11			18.9			27.9
Total assets			$	3,822.5		$	3,963.9
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	13		$	336.1		$	349.1
Deferred revenues	18			165.8			189.8
Current portion of long-term debt	14			17.5			21.0
Income taxes payable				21.5			16.5
Other current liabilities	11, 14			59.9			9.6
Total current liabilities				600.8			586.0
Long-term debt	14			2,657.9			2,972.4
Deferred income tax liabilities	7			86.9			121.0
Employee future benefits	15			3.8			4.2
Income taxes payable				23.3			23.4
Other long-term liabilities	11			26.6			27.3
Total liabilities				3,399.3			3,734.3
Temporary Equity
Preference share capital, no par value, 370,000 Class A preferred shares authorized, issued and outstanding	14			490.5			—
Permanent equity
Share capital, no par value, unlimited shares authorized, 935,522 and 935,712 shares issued and outstanding, respectively	16			748.7			748.9
Additional paid-in capital	14, 17			0.9			15.2
Accumulated deficit				(702.4)			(458.9)
Accumulated other comprehensive loss				(114.5)			(75.6)
Total permanent equity				(67.3)			229.6
Total liabilities, temporary equity and permanent equity			$	3,822.5		$	3,963.9

See notes to the consolidated financial statements.

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Consolidated Statements of Stockholders’ Equity
(United States dollars, in millions)

											Accumulated other comprehensive loss
	Note	Common share capital			Additional paid-in capital			Accumulated deficit			Foreign currency items			Employee benefit plans			Forward contracts			Total stockholders’ equity
Balance as at January 1, 2022			$	749.9		$	13.0		$	(238.4)		$	(50.9)		$	0.6		$	1.5		$	475.7
Net loss				—			—			(79.3)			—			—			—			(79.3)
Cumulative translation adjustment				—			—			—			(35.0)			—			—			(35.0)
Unrealized losses on foreign currency forward contracts, net of tax				—			—			—			—			—			(14.7)			(14.7)
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8			—			—			—						—			3.5			3.5
Actuarial gains	15			—			—			—			—			3.8			—			3.8
Share repurchases	16			(0.3)			—			(0.1)			—			—			—			(0.4)
Share issuances	16			0.1			—			—			—			—			—			0.1
Stock-based compensation	17			—			1.2			—			—			—			—			1.2
Balance as at December 31, 2022			$	749.7		$	14.2		$	(317.8)		$	(85.9)		$	4.4		$	(9.7)		$	354.9
Net loss				—			—			(140.9)			—			—			—			(140.9)
Cumulative translation adjustment				—			—			—			10.0			—			—			10.0
Unrealized gains on foreign currency forward contracts, net of tax				—			—			—			—			—			3.6			3.6
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8			—			—			—						—			4.5			4.5
Actuarial losses	15			—			—			—			—			(2.5)			—			(2.5)
Share repurchases	16			(0.8)			—			(0.2)			—			—			—			(1.0)
Stock-based compensation	17			—			1.0			—			—			—			—			1.0
Balance as at December 31, 2023			$	748.9		$	15.2		$	(458.9)		$	(75.9)		$	1.9		$	(1.6)		$	229.6
Net loss				—			—			(72.2)			—			—			—			(72.2)
Cumulative translation adjustment				—			—			—			(28.7)			—			—			(28.7)
Unrealized losses on foreign currency forward contracts, net of tax				—			—			—			—			—			(11.3)			(11.3)
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8			—			—			—			—			—			3.8			3.8
Actuarial losses	15			—			—			—			—			(2.7)			—			(2.7)
Share repurchases	16			(0.2)			—			—			—			—			—			(0.2)
Issuance of warrants (net)	14			—			19.6			—			—			—			—			19.6
Preferred return on preference share capital	14			—			(35.2)			(171.3)			—			—			—			(206.5)
Stock-based compensation	17			—			1.3			—			—			—			—			1.3
Balance as at December 31, 2024			$	748.7		$	0.9		$	(702.4)		$	(104.6)		$	(0.8)		$	(9.1)		$	(67.3)

See notes to the consolidated financial statements.

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Consolidated Statements of Cash Flows
(United States dollars, in millions)

		For the years ended December 31,
	Note	2024			2023			2022
Operating activities
Net loss			$	(72.2)		$	(140.9)		$	(79.3)
Adjustments for:
Depreciation and amortization	10, 12, 14			168.8			181.3			171.7
Stock-based compensation	17			1.3			1.0			1.2
Deferred income taxes, including related foreign exchange losses				(30.2)			(56.4)			(48.7)
Loss (gain) on extinguishment of debt	14			21.7			(1.0)			—
Impairment	10, 12			2.7			57.6			0.6
Other				5.9			(1.8)			(3.0)
Changes in operating assets and liabilities:
Accounts receivable				(40.1)			(14.3)			(9.6)
Inventories				26.5			69.4			(104.0)
Prepaid expenses and other current assets				(0.5)			—			0.4
Income taxes				17.6			4.9			25.3
Accounts payable and accrued liabilities				(18.8)			(8.4)			49.0
Deferred revenues				(18.4)			(49.0)			38.8
Cash provided by operating activities				64.3			42.4			42.4
Investing activities
Additions to property, plant and equipment and intangible assets	10, 12			(42.6)			(35.7)			(50.3)
Proceeds from sale of property, plant and equipment				0.5			2.6			9.3
Loan to related party	5, 24			(20.0)			—			—
Cash used in investing activities				(62.1)			(33.1)			(41.0)
Financing activities
Proceeds from issuance of long-term debt, net of discounts	14			2,716.2			—			—
Debt issuance costs	14			(41.0)			—			(1.4)
Principal repayments of long-term debt	14			(3,030.0)			(21.0)			(21.0)
Proceeds from equity issuances, net of discounts	14, 16			362.6			—			0.1
Equity issuance costs	14, 16			(16.0)			—			—
Share repurchases	16			(0.2)			(0.8)			(0.4)
Repurchase of PIK Notes	14			—			(6.9)			—
Cash used in financing activities				(8.4)			(28.7)			(22.7)
Effect of exchange rate changes on cash and cash equivalents				(1.6)			0.6			(2.4)
Net decrease in cash, cash equivalents and restricted cash				(7.8)			(18.8)			(23.7)
Cash, cash equivalents and restricted cash, beginning of the year				79.9			98.7			122.4
Cash, cash equivalents and restricted cash, end of the year	4		$	72.1		$	79.9		$	98.7
Supplemental cash flow information
Cash income taxes paid			$	17.0		$	11.0		$	14.5
Cash interest paid			$	288.1		$	273.0		$	197.5

See notes to the consolidated financial statements.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

NATURE OF OPERATIONS

Husky Technologies Limited (“Husky” and together with its direct and indirect wholly-owned subsidiaries, the “Company”) was incorporated on March 5, 2018, under the laws of the Province of British Columbia, Canada. The Company is indirectly owned by investment vehicles of certain private investment funds sponsored by Platinum Equity, LLC (together with its affiliated investment vehicles, “Platinum”). The Company’s head office is located at 500 Queen Street, Bolton, Ontario, Canada, L7E 5S5.

The Company is a leading global provider of highly engineered injection molding technology solutions and services, including Polyethylene Terephthalate (“PET”) systems, and aftermarket parts and tooling, as well as a leading global mold maker, serving consumer packaging end markets.

The Company serves customers in approximately 140 countries through its global sales and service network. The Company provides comprehensive and integrated system solutions that are comprised of injection molding machines, molds, hot runners and controllers (“Husky System(s)”). We also provide aftermarket services and spare parts to our large global installed base. The Company operates manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China and India.

BASIS OF PRESENTATION

These consolidated financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The significant accounting policies adopted by the Company are described below (See Note 3, Significant Accounting Policies).

SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation, the Company consolidates entities when it controls them due to ownership of a majority voting interest and consolidates variable interest entities (“VIEs”) when the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated upon consolidation. The accounting policies set forth below are consistent with those followed by the Company during the relevant years presented.

Use of estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. The most significant assumptions are estimates used in determining the recoverable amount of goodwill and the fair value of indefinite-life intangible assets, leases, revenue from contracts with customers, provisions, and income taxes. Actual results could differ from those estimates.

Revenue recognition

The Company derives its revenue primarily from the sale of injection molding machines, molds, hot runners, temperature controllers and auxiliary equipment along with aftermarket products and services. Revenue is recognized when control of these products or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services.

Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. Incidental items that are immaterial in the context of the contract are recognized as expense.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

The Company considers a purchase order to be a contract with a customer. For each contract accounted for under ASC 606, Revenue from Contracts with Customers (“ASC 606”) the transaction price is stated in each sales invoice. For contracts with multiple performance obligations, a range of observable selling prices has been developed for each performance obligation based on historical transactions to ensure that the stated contract price is within that range. As such, the stated contract price for each obligation within the contract is considered as the standalone selling price. Payment terms vary by the type and location of customers and the products or services offered. Contracts do not include a significant financing component as the period between when the Company transfers the products or services to the customer and when the customer pays for those products or services is one year or less.

The Company offers both assurance and non-assurance service-type warranties. Service-type warranties include extended protection plans (“EPP”) for new equipment for a period beyond the period covered by the assurance warranty. EPP are sold and priced separately and recognized evenly over the life of the warranty.

The nature of the Company’s business gives rise to variable consideration, including performance guarantees, volume rebates, sales discounts, and sales credits. The Company may also make penalty payments for under-performance or late deliveries and provide rights of return in certain contracts. The Company estimates an amount of variable consideration by using the most likely amount because it is appropriate for estimating variable consideration when there is a single most likely amount from a range of possible outcomes. Under this approach, the Company records variable consideration using the single most likely outcome of the contract. These variable amounts are generally credited to the customer, based on achieving certain levels of sales activity. If variable consideration is specific to one performance obligation, the Company will assign the variable consideration entirely to that specific performance obligation. Otherwise, the transaction price for the contract would be adjusted and the revised transaction price would be allocated to all the performance obligations in the contract based on their relative standalone selling prices.

Sales of systems, molds, machines, refurbishments, conversions and spare parts

Revenue related to systems, molds, machines, refurbishments, conversions and spare parts is recognized when control transfers to the customer at a point in time. Control transfers when the customer has legal title to the asset and can direct the use of and receive benefits from the asset. As such, it is determined that control transfers and revenue is recognized when the performance obligation is delivered in accordance with its shipping terms. For the sale of systems with bundled service packages, the portion related to those bundled services is carved out using the standalone selling price of the renewals of those service packages and recognized evenly over the service period.

Sales of medical molds

Revenue related to medical molds is recognized over time using the percentage of completion input method as the basis for measuring the progress on the medical mold contract. The input method is used to recognize revenue based on project costs incurred towards satisfying a performance obligation relative to the total expected project costs to satisfy the performance obligation. The project costs associated with the medical mold process is a faithful depiction of the Company’s fulfillment of its performance obligation.

Service revenue

Service revenue includes startup, testing, installation, training and on-going monitoring services, performed over time. The revenue related to each of these performance obligations is recognized over the service period. The amount of revenue recognized is calculated using the input method based on hours incurred.

Revenue contract assets and liabilities

Timing of revenue recognition may differ from the timing of invoicing to customers or cash receipts from customers. Contract assets and liabilities are generated when contractual billing schedules differ from

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

revenue recognition timing. A receivable is recorded in instances when revenue is recognized prior to invoicing, and amounts collected in advance of goods and services being provided are recorded as deferred revenue. The Company issues deposit invoices for sale of Husky Systems to customers prior to revenue recognition.

The payment terms and conditions vary by contract type, although standard billing terms are that payment is due upon receipt of invoice, payable within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that contracts generally do not include a significant financing component and the period between when the payment is received and when the Company transfers the promised goods or services to the customer will be one year or less.

Research and development costs

Research costs are expensed as incurred. In process research and development (“IPR&D”) is amortized once development efforts are complete. IPR&D is tested annually for impairment until the point at which it is started to be amortized. Internal-use software that is acquired, internally developed or modified solely to meet internal needs, is capitalized and amortized over the useful life. Research and development costs relating to new and existing products and technologies are included in cost of goods sold in the consolidated statements of operations.

For the years ended December 31, 2024, 2023 and 2022, the Company incurred $26.1 million, $30.3 million and $25.7 million, respectively, in research and development expenses.

Government grants

Government grants are recognized when it is probable that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as a reduction to the costs that it is intended to compensate. When the grant relates to an asset, it is initially recognized as a reduction of the carrying amount of the asset, and then recognized as income over the useful life of a depreciable asset by way of a reduced depreciation charge.

Accounts receivable and allowance for credit losses

The accounts receivable consists of trade receivables, tax receivables and other receivables. The trade receivables balance reflects invoiced and accrued revenue and is presented net of an allowance for credit losses. The allowance for credit losses reflects estimates of lifetime expected losses in the accounts receivable balance.

The Company evaluates the collectability of its accounts receivable balance based upon a combination of factors on a periodic basis such as specific credit risk of its customers, historical trends, economic circumstances and other forward-looking factors. The Company, in the normal course of business, monitors the financial condition of its customers and reviews the credit history of each new customer. Based on management judgment or contractual provisions, the Company may require letters of credit, significant deposits, prepayments, or other security.

In accordance with ASC 326, expected credit losses for accounts receivable and contract assets are recognized based on lifetime expected losses. The Company recognizes a loss allowance using a collective assessment for accounts receivable, including contract assets, with similar risk characteristics based on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and economic environment. The Company continues to maintain an allowance for 100% of all accounts deemed to be uncollectible.

Customer creditworthiness is evaluated prior to order fulfillment and based on these evaluations, the Company adjusts the credit limit to the respective customer. In addition to these evaluations, the Company conducts on-going credit evaluations of our customers’ payment history and current creditworthiness.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

Long-term debt

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs.

Borrowings are removed from the consolidated balance sheets when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

Deferred financing costs

Costs and fees to secure debt financing are deferred and amortized over the term of the related debt using the effective interest method and the related amortization is included within interest expense. These costs are presented as a direct reduction from the carrying amount of the corresponding debt liability.

Warranty

The Company provides warranties for general repairs of defects that existed at the time of sale, as required by law. Liabilities related to these assurance-type warranties are recognized when the product is sold. Initial recognition is based on historical experience. The estimate of warranty-related costs is reassessed at each reporting period and recorded in profit or loss.

Derivatives and hedging activities

The Company uses forward contracts to hedge certain foreign currency exposures. The Company does not use derivative financial instruments for speculative purposes. The Company records all derivative instruments at fair value on the consolidated balance sheets. The fair value of these instruments is calculated based on notional and exercise values, transaction rates, market quoted currency spot rates and forward points. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative instrument and the resulting designation. The Company can designate certain derivatives as either:

Hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedges);

ii.

Hedges of a particular risk associated with the cash flows of recognized assets and liabilities and highly probable forecast transactions (cash flow hedges); or

iii.

Hedges of a net investment in a foreign operation (net investment hedges).

For derivative instruments designated as cash flow hedges, the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive loss (“OCI”), net of tax, and subsequently reclassified into income in the same period or periods in which the hedged item affects income. In order for the Company to receive hedge accounting treatment, the cash flow hedge must be highly effective in offsetting changes in the expected cash flows of the hedged item and the relationship between the hedging instrument and the associated hedged item must be formally documented at the inception of the hedge relationship. Hedge effectiveness is formally assessed, both at hedge inception and quarterly, to determine whether the derivatives used in hedging transactions are highly effective in offsetting changes in the expected cash flows of the hedged items and whether they are expected to continue to be highly effective in future periods.

Currently, the Company is applying cash flow hedges only for foreign currencies. At inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which it intends to

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the Company will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

For any derivative instruments related to foreign currencies that do not meet the requirements for hedge accounting, or for any derivative instruments for which hedge accounting is not elected, the changes in fair value of the instruments are recognized in income in the current period and will generally offset the changes in the United States (“U.S.”) dollar value of the associated asset or liability.

When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging remains in OCI until the forecast transaction occurs, resulting in the recognition of a non-financial asset or liability. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to profit or loss.

Embedded derivatives

The Term Loan, Senior Secured Notes and preferred shares, each contain a number of embedded features. US GAAP requires that under certain conditions, an embedded derivative is separated from its host contract and accounted for as a derivative, or the entire contract is to be measured at Fair Value Through Profit and Loss (“FVTPL”). An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a special interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, a credit rating or credit index, or other variable, provided in the case of a non-financial variable that the variable is not specific to a party to the contract.

Assets held for sale

Assets are classified as held for sale only when management commits to a plan for selling the asset, the asset is actively marketed at a price that is reasonable in relation to its current fair market value, the asset is available for immediate sale that is probable to occur within one year and the Company is not expected to make significant changes to the plan. The assets held for sale are recognized in the consolidated financial statements at the lower of the carrying amount or fair market value less expected direct selling costs and are not depreciated after being classified as held for sale and are categorized within Level 3 of the fair value hierarchy.

Inventories

Inventories are valued at the lower of cost and net realizable value, generally calculated on a first-in, first-out basis except for spare parts, which are calculated on a weighted average basis. The cost of work in process and finished goods comprises materials, direct labor, variable manufacturing overhead and an allocation of fixed manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred.

Provisions recorded to reduce the carrying amount of inventory to net realizable value, including the estimated cost to complete and sell, are based on estimates of future customer demand for products, including general economic conditions and market acceptance of current and pending products.

Fair value measurements

The Company measures the fair value of assets and liabilities on a recurring and non-recurring basis in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a framework for measuring fair value. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1

Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2

Observable inputs, other than Level 1 inputs, such as quoted prices for similar assets and liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3

Inputs that are unobservable. An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Leases

The Company determines if an agreement is, or contains, a lease at inception. An agreement is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company leases assets including land and buildings, vehicles, and equipment. The Company determines the lease term based on the likelihood of exercising renewal options in future. For leases with a term of 12 months or less or of low value, the payments are expensed as incurred.

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

An operating lease is a lease in which a lessor transfers the use of an asset to a lessee for a period of time but does not effectively transfer control of the underlying asset. For lessees, a lease is a finance lease if the lessee effectively obtains control of the underlying asset, by meeting any of the following five criteria:

The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

ii.

The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii.

The lease term is for a major part (generally 75%) of the remaining economic life of the underlying asset.

iv.

The sum of the lease payments and the present value of any residual value guaranteed by the lessee amounts to or exceeds substantially all (generally 90%) of the fair value of the underlying asset.

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

For a finance lease, the right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. For an operating lease, amortization of the right-of-use asset is calculated as the difference between the straight-line rent expense and the interest expense on the lease liability for a given

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

period. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the fixed and in-substance fixed lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company uses its incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liabilities are subsequently measured at amortized cost using the effective interest method. They are remeasured when there is a change in future lease payments arising from a change in the lease term, if there is a change in the Company’s estimate of the amount expected to be payable due to changes in an index or rate or a change in expected payment under a guaranteed residual value, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Improvements that significantly extend the useful life or utility of existing property, plant and equipment are capitalized, while all other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets as follows:

Asset			Estimated useful lives
Buildings and improvements			Up to 50 years
Machinery and equipment			Up to 20 years

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of operations when the asset is derecognized. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year-end and adjusted prospectively, if appropriate.

Goodwill and intangible assets

Goodwill represents the excess of purchase price over the fair value of net assets acquired.

Intangible assets acquired through a business combination are recorded at their estimated fair value at the time of acquisition and are amortized on a straight-line basis over their estimated useful lives. Intangible assets include patents and know-how, customer relationships, software, IPR&D, backlog and brand names. Amortization related to customer relationships is recognized on a straight-line basis, which approximates cash flows associated with these customers. Brand names are not subject to amortization but tested annually for impairment.

The Company capitalizes internally developed software costs if they meet the criteria for recognition as an asset and amortizes such costs over their estimated useful lives of up to 10 years beginning when the intangible asset is placed in service.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

Capitalized internally developed software costs include only:

external direct costs of materials and services utilized in developing or obtaining computer software; and

ii.

compensation and related benefits for employees who are directly associated with the software project.

It is the Company’s policy to amortize intangible assets with finite lives at the following annual bases and rates:

Asset			Estimated useful lives
Patents and know-how			8 – 15 years
Customer relationships			14 – 20 years
Software			Up to 10 years
Backlog			Up to 3 years

Impairment

Property, plant, and equipment and amortizable intangible assets are tested for impairment when events and circumstances indicate the carrying amount of the assets may not be recoverable. The Company does not perform an impairment analysis if indicators of impairment are not present. If indicators are present, the Company performs a recoverability test by comparing the carrying amounts of the assets with estimated undiscounted cash flows. If a long-lived asset is not recoverable on an undiscounted basis, an impairment loss is calculated based on the excess of the carrying amount over the fair value of the asset. Different assumptions and/or estimates regarding future results or cash flows may have resulted in a different conclusion. Furthermore, significant changes to the assumptions and/or estimates could result in an impairment charge in a future period.

When the carrying amount of the reporting unit exceeds its fair value, an impairment is recognized based on that difference. The fair value of a reporting unit is determined using both an estimated discounted future cash flow model and by applying a market multiple model to the trailing twelve month earnings before interest, depreciation, amortization, impairment, and restructuring costs.

Foreign currency translation

The functional and reporting currency of the Company is the U. S. dollar.

The Company has significant operations in a number of foreign subsidiaries whose functional currency is the local currency. Transactions in foreign currencies are translated into the functional currency using the exchange rates in effect at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the exchange rate in effect at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the exchange rates at the reporting date are recognized in profit or loss, except when deferred in OCI as qualifying cash flow hedges.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

The results and financial position of all the foreign subsidiaries that have a functional currency different from the reporting currency are translated into the reporting currency as follows: assets and liabilities are translated at the close rate as at the date of the consolidated balance sheets; income and expenses are translated at the average exchange rate; all resulting exchange differences are recognized as a separate

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

component of accumulated other comprehensive loss. In the event of a disposal of a foreign operation, the deferred cumulative amount recognized in accumulated other comprehensive loss relating to that particular foreign operation would be recognized in profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

Stock-based compensation

The Company offers or intends to offer stock options to selected executives and/or members of its Board of Directors, and other key management personnel (“Plan Participants”), under a long-term incentive plan that awards stock options in the equity of the Company (the “Plan”). The Company has accounted for the grants under the fair value method and uses the Black-Scholes option pricing model to determine the fair value at the grant date of its service-based stock option awards. The Black-Scholes option pricing model includes various assumptions with regard to the expected volatility, risk-free interest rate, exercise price, dividend yield rate, share price and the life of the share awards.

Stock-based compensation expense is based on awards expected to vest and this is recognized as expense over the requisite service period. The Company also estimates forfeiture rates based on historical experience to factor into the calculation of the stock-based compensation expenses when the options are initially granted. When the requisite service period is not rendered, the Company accounts for the effect of such forfeitures by adjusting the stock-based compensation expense accordingly. The stock-based compensation expense is reported as a component of selling, general and administrative expense in the consolidated statements of operations.

Employee future benefits

The Company maintains an unfunded post-retirement defined health and dental benefit plan and various defined contribution pension plans for certain employees. The Company also maintains a funded defined benefits pension plan for employees in Switzerland.

Costs associated with the defined health and dental benefit plan and defined benefits pension plans are based on the projected benefit method prorated on service, using management’s best estimates and actuarial determinations. For active employees covered by the post-retirement defined benefit plans, net actuarial gains or losses in excess of 10% of the accrued benefit obligation and past service costs for plan amendments are amortized on a straight-line basis over the estimated average remaining service life. Contributions made under the defined contribution pension plans are expensed as incurred.

Shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of income taxes.

Temporary Equity

We present contingently redeemable preferred stock (i.e., redeemable upon the occurrence of an event outside the control of the issuer) and preferred stock that is redeemable at the option of the holder, in temporary equity. Temporary equity is presented after liabilities and before permanent equity on the balance sheet.

Income taxes

The Company uses the liability method of tax allocation to account for income taxes. Under this method, deferred income tax assets and liabilities are determined based on temporary differences between

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates and tax laws that are expected to be in effect when the differences are expected to reverse.1

No deferred income tax liability is recorded for income taxes on undistributed earnings and translation adjustments of subsidiaries to the extent that there is sufficient evidence that the subsidiary has invested or will invest the for the undistributed earnings indefinitely or that the earnings will be remitted in a tax-free liquidation. Income taxes are recorded on such foreign undistributed earnings and translation adjustments when it becomes apparent that such earnings will be distributed in the foreseeable future and the Company will incur further significant income taxes on remittance.

The Company applies a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is measured to determine the amount of benefit to recognize in the consolidated financial statements. The Company recognizes interest and penalties related to uncertain tax positions in provision for (recovery of) income taxes.

The Company uses the flow-through method to account for investment tax credits (“ITCs”) earned on eligible scientific research and experimental development expenditures. Under this method, the ITCs are recognized as a reduction to provision for income taxes. A deferred income tax asset, net of income taxes and any applicable valuation allowance, is set up in those situations where the Company does not have an immediate ability to utilize the earned ITCs.

Classification of assets and liabilities

The Company presents assets and liabilities in the consolidated balance sheets based on current/non-current classification. An asset is current when it is:

Expected to be realized or intended to be sold or consumed in the normal operating cycle;

ii.

Held primarily for the purpose of trading; or

iii.

Expected to be realized within 12 months after the reporting period.

All other assets are classified as non-current. A liability is current when:

It is expected to be settled in the normal operating cycle;

ii.

It is held primarily for the purpose of trading; or

iii.

It is due to be settled within 12 months after the reporting period.

The Company classifies all other liabilities as non-current. Deferred income tax assets and liabilities are classified as non-current assets and liabilities.

New and future accounting standards and pronouncements

New accounting standards that were effective in 2024 were not material or relevant to the Company.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures” that requires disaggregation of specific expense categories in disclosures within the footnotes to the financial statements on an annual and interim basis. The Company is required to adopt this guidance for for the year ending December 31, 2027 and all interim periods thereafter on a prospective basis. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash and cash equivalents include cash on account and short-term investments in term deposits with maturities of three months or less from the date of acquisition and are valued at cost plus accrued interest, which approximates fair value. The Company’s cash and cash equivalents consist solely of demand deposits with banks.

The Company records restricted cash within prepaid expenses and other current assets on the consolidated balance sheets. As at December 31, 2024 and 2023, the restricted cash was $14.7 million and $14.7 million, respectively. These amounts are held in escrow pending certain tax disputes that are subject to a tax indemnity held by the seller from a prior business combination and assumed by the Company upon acquisition on March 28, 2018. The corresponding liability associated with this tax indemnity has been included in accounts payable and accrued liabilities. Please refer to Note 25 for an update on this matter that occurred subsequent to December 31, 2024.

As at December 31, 2024 and 2023, the total cash, cash equivalents, and restricted cash was $72.1 million and $79.9 million, respectively.

ACCOUNTS RECEIVABLE, NET

Accounts receivable consist of the following:

	As at December 31,
	2024			2023
Trade receivables		$	261.3		$	229.6
Promissory note receivable from related party			20.0			—
Receivables from tax authorities (sales tax)			5.8			4.1
Other receivables			6.8			5.8
Accounts receivables, gross			293.9			239.5
Allowance for expected credit losses			(2.4)			(2.3)
Accounts receivables, net of allowances		$	291.5		$	237.2

As at December 31, 2024 and 2023, other receivables include related party amounts of $2.4 million and $1.2 million, respectively. Please refer to Note 24 for further information on related party transactions.

Trade receivables are non-interest bearing and are generally on 30-60 day terms.

The aging analysis of trade receivables is as follows:

	Total			Neither past due nor impaired			Past due
	Total			Neither past due nor impaired			< 30 days			30 – 60 days			> 60 days
December 31, 2024		$	261.3		$	170.9		$	41.7		$	16.5		$	32.2
December 31, 2023		$	229.6		$	150.6		$	37.6		$	15.2		$	26.2

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

The following table presents a summary of the changes in the impairment of accounts receivable from contracts with customers:

Balance as at December 31, 2022	$	2.3
New allowance for expected credit losses in the year		0.7
Reversals, collections and other		(0.6)
Accounts written off		(0.1)
Balance as at December 31, 2023	$	2.3
New allowance for expected credit losses in the year		1.0
Reversals, collections and other		(0.7)
Accounts written off		(0.2)
Balance as at December 31, 2024	$	2.4

INVENTORIES

Inventories consist of the following:

	As at December 31,
	2024			2023
Raw materials		$	101.0		$	118.3
Work in process			50.7			57.3
Finished goods			84.6			93.9
Total		$	236.3		$	269.5

For the years ended December 31, 2024, 2023 and 2022, the inventories recognized as an expense were $960.4 million, $1,030.9 million and $989.1 million, respectively, as detailed in Note 19. As at December 31, 2024 and 2023, inventories are presented net of provisions of $30.8 million and $30.5 million, respectively.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

INCOME TAXES

Deferred income tax assets and liabilities consist of the following temporary differences:

	As at December 31,
	2024			2023
Deferred income tax assets
Operating loss carryforwards		$	138.3		$	126.6
Financing expense carryforwards			25.6			—
Provisions			18.7			19.4
Investment tax credits			15.0			15.1
Basis difference for pension, derivatives and inventory included in OCI			3.4			0.4
Capital loss carryforwards			1.5			1.5
Other			3.5			0.3
Gross deferred income tax assets			206.0			163.3
Less: Valuation allowance			(42.1)			(13.1)
Net deferred income tax assets		$	163.9		$	150.2
Deferred income tax liabilities
Basis difference for intangible assets		$	(202.6)		$	(230.1)
Basis difference for property, plant and equipment			(19.7)			(14.3)
Tax on undistributed foreign earnings			(12.8)			(13.0)
Basis difference for investments in subsidiaries			(10.3)			(10.8)
Unrealized gain on foreign exchange			(2.8)			(0.1)
Total deferred income tax liabilities			(248.2)			(268.3)
Net deferred income tax liabilities		$	(84.3)		$	(118.1)
Classification
Non-current net deferred income tax assets		$	2.6		$	2.9
Non-current net deferred income tax liabilities			(86.9)			(121.0)
Net deferred income tax liabilities		$	(84.3)		$	(118.1)

As at December 31, 2024 and 2023, the Company had operating loss carryforwards of $544.4 million and $498.5 million, respectively. Of the $544.4 million existing as at December 31, 2024, approximately $61.3 million can be carried forward indefinitely, $1.1 million will expire in 2030, and the remaining $482.0 million will expire between 2038 and 2044, if not utilized.

As at December 31, 2024 and 2023, the Company had unclaimed ITCs of $20.8 million and $20.7 million, respectively, that are available to offset future income taxes arising in Canada. As at December 31, 2024 and 2023, net deferred income tax assets of $14.2 million and $13.9 million, respectively, have been recognized in respect of these credits. In Canada, ITCs are reported in taxable income in the year following utilization and, accordingly, recognition of the Canadian ITCs are net of the related deferred income tax liability. Of the $20.8 million existing as at December 31, 2024, approximately $6.4 million will expire between 2025 and 2029, $5.2 million will expire between 2030 and 2034, and $9.2 million will expire between 2035 and 2044, if not utilized.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

may be carried forward indefinitely and can be utilized in any year with excess interest capacity. As at December 31, 2024, the Company had non-deductible financing expense carryforwards of $100.3 million.

The recovery of income taxes differs from the amounts that would be obtained by applying the Canadian statutory income tax rate as a result of the following:

	For the years ended December 31,
	2024			2023			2022
Net loss before income taxes		$	(65.2)		$	(183.8)		$	(85.9)
Canadian statutory tax rate			26.5%			26.5%			26.5%
Expected income benefit at statutory rate		$	(17.3)		$	(48.7)		$	(22.8)
Adjustments
Valuation allowance for deferred tax assets			25.7			2.9			0.3
Non-deductible and (non-taxable) items			5.4			1.6			3.9
Manufacturing and processing profits deduction			2.0			2.1			1.7
Deferred tax on undistributed foreign earnings			(0.2)			—			0.1
Reassessments			(0.3)			1.8			0.4
Prior period adjustments			(0.5)			—			(0.8)
Research and development incentives			(1.0)			(0.9)			(1.9)
Change in unrecognized tax benefits			(1.5)			(5.3)			12.2
Change in tax rates			(1.7)			—			(1.5)
Foreign tax rate differentials			(2.0)			1.2			—
Foreign exchange translation			(2.1)			2.3			1.4
Other			0.5			0.1			0.4
Effective income tax expense (benefit)		$	7.0		$	(42.9)		$	(6.6)

The details of loss before income taxes by jurisdiction are as follows:

	For the years ended December 31,
	2024			2023			2022
Canadian		$	(214.9)		$	(254.3)		$	(180.2)
Foreign			149.7			70.5			94.3
Loss before income taxes		$	(65.2)		$	(183.8)		$	(85.9)

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

The details of the provision for (recovery of) income taxes by jurisdiction are as follows:

	For the years ended December 31,
	2024			2023			2022
Current
Canadian		$	1.3		$	(9.6)		$	1.9
Foreign			33.0			25.9			37.5
			34.3			16.3			39.4
Deferred
Canadian			(29.9)			(62.1)			(41.3)
Foreign			2.6			2.9			(4.7)
			(27.3)			(59.2)			(46.0)
Total income taxes		$	7.0		$	(42.9)		$	(6.6)

The Company assesses whether valuation allowances should be recorded or maintained against its deferred income tax assets, based on consideration of available evidence, using a more-likely-than-not recognition threshold. The factors the Company uses to assess the likelihood of realization are taxable income in prior carry-back years, future reversals of existing temporary differences, tax planning strategies and future taxable income exclusive of reversing temporary differences and carry-forwards.

As at December 31, 2024 and 2023, the Company established valuation allowances of $42.1 million and $13.1 million, respectively, where realization of deferred income tax assets has been determined to not meet the more-likely-than-not recognition threshold.

During 2024, the Company has established a full valuation allowance on the deferred tax asset related to the non-deductible financing expense carryforwards of $25.6 million, since it is more likely than not that the benefit therefrom will not be realized. As the Company has significant interest expense in its Canadian operations, it is expected that this legislation will continue to impact the Company’s tax rate in future accounting periods.

As at December 31, 2024 and 2023, the Company had gross unrecognized tax benefits of $35.2 million and $37.8 million, respectively, including interest and penalties of $1.1 million and $1.1 million, respectively. The Company recognizes interest and penalties with respect to unrecognized tax benefits as provision for income taxes. During the years ended December 31, 2024, there was no change to the reserve for interest and penalties.

A summary of the changes in gross unrecognized tax benefits is as follows:

	As at December 31,
	2024			2023
Balance, beginning of the year		$	37.8		$	41.8
Settlements			(2.4)			(6.9)
Foreign exchange translation			(1.5)			1.3
Statute expirations			(1.1)			(0.6)
Decrease for tax positions related to prior years			—			(0.3)
Increase for tax positions related to prior years			1.0			1.5
Increase for tax positions related to the current year			1.4			1.0
Balance, end of the year		$	35.2		$	37.8

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

In 2023, the Company released reserves of $5.9 million as a result of the settlement of its Advance Pricing Agreement between Canada and China. In 2024, the Company released reserves of $2.4 million as a result of the 2019 and 2020 audit settlement in Luxembourg.

The Company has identified $7.1 million of unrecognized tax benefits that are expected to be settled within the next 12 months due to the completion of tax authority audits and settlement of tax disputes. The Company considers its significant tax jurisdictions to include Canada, China, Luxembourg and the U.S. With few exceptions, the Company remains subject to income tax examinations in Canada for years after 2006, China for years after 2014, Luxembourg for years after 2019, and the U.S. (federal) for years after 2021.

The Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting has published the Pillar Two model rules (“Pillar Two”), relating to Income Taxes. It is expected that Pillar Two will apply in most of the jurisdictions the Company operates in and will serve to extract additional tax in jurisdictions where the Company pays tax below a minimum (15%) threshold. The legislation became effective for the Company’s financial year beginning January 1, 2024. The Company has performed an assessment of its potential exposure to Pillar Two and has concluded that it has no material exposure in 2024.

FAIR VALUE MEASUREMENTS

The fair value amounts disclosed below represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair values for the periods presented due to their short-term maturity.

Debt

The fair value of the Company’s fixed rate debt (“Senior Notes”, “Senior Secured Notes” and “Senior PIK Notes”) and long-term portion of floating rate debt (“Term Loan”) is determined by using a Level 2 based approach by observing the price at which it is exchanged between qualified institutional lenders.

The carrying amounts and the estimated fair values of the Company’s long-term debt are as follows:

	As at December 31,
	2024						2023
	Carrying amount			Fair value amount			Carrying amount			Fair value amount
Term Loan		$	1,687.2		$	1,752.7		$	1,964.6		$	1,975.9
Senior Secured Notes			988.2			1,045.0			—			—
Senior Notes			—			—			623.3			626.9
Senior PIK Notes			—			—			405.5			409.9
Total Financial Liabilities		$	2,675.4		$	2,797.7		$	2,993.4		$	3,012.7

Derivative financial assets and liabilities

The fair value of the preferred shares embedded derivative was determined to be a Level 3 instrument and was valued using the with and without method Monte Carlo Simulation. Please refer to Note 14 for further information on valuation approach related to embedded derivative.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

The following table presents the fair value and the consolidated balance sheets classification of the derivative financial instruments:

	As at December 31,
	2024						2023
	Financial assets			Financial liabilities			Financial assets			Financial liabilities
Foreign currency forward contracts (Level 2)		$	—		$	(9.8)		$	2.9		$	(1.3)
Embedded derivative (Level 3)			—			(46.0)			—			—
Fair Value		$	—		$	(55.8)		$	2.9		$	(1.3)

Derivative financial assets are included as part other long-term assets and prepaid expenses and other current assets. Derivative financial liabilities are included as part of other current liabilities and other long-term liabilities in the consolidated balance sheets.

The following table provides a summary of the pre-tax profit or loss effect of the Company’s derivative financial instruments designated as foreign exchange cash flow hedges for the years ended December 31, 2024, 2023 and 2022. All unrealized gains or losses are reflected in other comprehensive loss and the cash flow impact is reflected as part of changes in other assets and liabilities in operating activities section of the consolidated statements of cash flows.

	For the years ended December 31,
	2024			2023			2022
Effective portion
Amount on realized (gain)/loss		$	5.1		$	6.2		$	4.6
Amount of (gain)/loss classified from accumulated other comprehensive loss into net loss			5.1			6.2			4.6

As at December 31, 2024, the estimated loss of $7.5 million, related to the Company’s derivative financial instruments, is expected to be reclassified into earnings within the next 12 months.

All foreign exchange cash flow hedges were effective for the years presented.

The notional amounts related to Canadian dollar hedges for the years 2025 and 2026 were $195.9 million and $83.9 million respectively, which were hedged at an average rate of 1.35167 and 1.35436 Canadian dollar per U.S. dollar, respectively. With respect to these foreign currency forward contracts as at December 31, 2024, a 1% strengthening or weakening of the Canadian dollar against the U.S. dollar would increase/decrease pre-tax OCI by $1.8 million.

For the year ended December 31, 2024, the Company recorded foreign exchange gain of $14.7 million (loss of $0.1 million and gain of $11.3 million for the years ended December 31, 2023 and 2022, respectively). All gains or losses, with exception to the amounts presented in the statements of comprehensive loss, are recorded in selling, general and administrative expenses.

ENTERPRISE RISK MANAGEMENT

Russia Ukraine war risk

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

weakening of the Russian Ruble and other negative economic consequences. As we have limited operations in Russia and Ukraine, there is no material impact to our business, financial condition, or results of operations.

Concentration of credit risk

Cash and cash equivalents consist of bank deposits and short-term investments. These investments are held in term deposits with highly creditworthy banks. Credit risk is further managed by complying with counterparty credit and concentration limits, in accordance with our policies.

Derivatives are only entered into with highly creditworthy banks, and the derivative portfolio is held with several banks to reduce concentration risk.

Liquidity risk

Our debt levels, or any future increase in our debt level, may adversely affect our financial condition such as:

•

limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;

•

require a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes;

•

increase our vulnerability to general adverse economic and market conditions;

•

expose us to the risk of increased interest rates;

•

limit our flexibility in planning for and reacting to changes in the markets in which we compete and to changing business and economic conditions;

•

restrict us from making strategic acquisitions or causing us to make non-strategic divestitures;

•

impair our ability to obtain additional financing in the future;

•

place us at a disadvantage compared to other, less leveraged competitors and affect our ability to compete; and

•

increase our cost of borrowing.

Please refer to Note 14 for further information on repayments of long-term debt, Note 8, for further information on the fair value hierarchy of the financial assets and liabilities and Note 15 for further information on the future expected payments under employee benefit plans.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate with changes in market interest rates. We are exposed to interest rate risk primarily through our long-term, floating rate debt, principally including our debt under our Existing Credit Facilities. Assuming no significant changes in our long-term debt balance as of December 31, 2024, a 1% increase or decrease in the interest rate of our funded floating-rate debt would increase or decrease annual interest expenses by $8.8 million.

Foreign currency risk

Geographic risk

•

potential imposition of restrictions on investments;

•

requirements of foreign laws and other governmental controls, including trade and labor restrictions and related;

•

laws that reduce the flexibility of our business operations;

•

the imposition by the U.S. government and foreign governments of trade barriers such as tariffs, quotas, preferential bidding and import restrictions;

•

potential staffing difficulties and labor disputes;

•

managing and obtaining support and distribution for local operations;

•

increased costs of transportation or shipping;

•

credit risk and financial conditions of local customers and distributors;

•

risk of nationalization of private enterprises by foreign governments;

•

potential adverse tax consequences; and

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

•

potential difficulties in protecting intellectual property.

The Company’s net assets by geographic region were as follows:

	As at December 31,
	2024			2023
Canada		$	349.9		$	191.0
Luxembourg			29.5			13.5
China			14.7			7.2
United States			13.0			7.6
Rest of World			16.1			10.3
Total		$	423.2		$	229.6

Canada includes goodwill of $1,922.8 million.

10.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	Land			Building and improvements			Machinery and equipment			Construction in progress			Total
Cost
Balance as at December 31, 2022		$	30.8		$	226.3		$	288.6		$	18.5		$	564.2
Additions			—			—			—			28.1			28.1
Additions from CIP Transfer			—			5.3			26.1			(31.4)			—
Disposals			—			(0.1)			(26.5)			(0.1)			(26.7)
Changes in foreign exchange and others			0.2			3.6			5.4			0.2			9.4
Balance as at December 31, 2023		$	31.0		$	235.1		$	293.6		$	15.3		$	575.0
Additions			—			—			—			33.8			33.8
Additions from CIP Transfer			—			3.3			24.2			(27.5)			—
Disposals			—			(1.0)			(16.7)			(0.2)			(17.9)
Impairment			—			(0.9)			—			—			(0.9)
Reclassified to held for sale			(1.1)			(8.0)			—			—			(9.1)
Changes in foreign exchange and others			(0.2)			(9.0)			(12.3)			(0.2)			(21.7)
Balance as at December 31, 2024		$	29.7		$	219.5		$	288.8		$	21.2		$	559.2

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

	Land			Building and improvements			Machinery and equipment			Construction in progress			Total
Accumulated depreciation
Balance as at December 31, 2022		$	—		$	(33.0)		$	(134.6)		$	—		$	(167.6)
Depreciation			—			(10.8)			(36.3)			—			(47.1)
Disposals			—			0.1			24.8			—			24.9
Changes in foreign exchange and others			—			(2.8)			(3.5)			—			(6.3)
Balance as at December 31, 2023		$	—		$	(46.5)		$	(149.6)		$	—		$	(196.1)
Depreciation			—			(9.1)			(31.0)			—			(40.1)
Disposals			—			0.6			15.4			—			16.0
Reclassified to held for sale			—			5.0			—			—			5.0
Changes in foreign exchange and others			—			5.5			8.7			—			14.2
Balance as at December 31, 2024		$	—		$	(44.5)		$	(156.5)		$	—		$	(201.0)
Carrying amount
Balance as at December 31, 2024		$	29.7		$	175.0		$	132.3		$	21.2		$	358.2
Balance as at December 31, 2023		$	31.0		$	188.6		$	144.0		$	15.3		$	378.9

On March 29, 2023, the Company decided to shift its focus away from the Specialty Closure Molds (“SCM”) business. As a result, the Company elected to close the SCM business and wind down the related operations. In this context, the Company had sold equipment in Czech Republic during the year ended December 31, 2023. The equipment that was sold had net book value and proceeds equal to $1.5 million, resulting in $nil gain or loss on disposition.

The Company has also classified land and building located in the Czech Republic as an asset held for sale in the consolidated balance sheets at the gross sale proceeds of $3.8 million less expected direct selling costs of $0.2 million and translational currency impact of $0.3 million for the year ended December 31, 2024. As at December 31, 2024, the carrying amount of land and building was $4.1 million less translational currency impact of $0.3 million. As a result, the property had a fair value loss of $0.5 million recognized in the consolidated statements of operations.

11.

OTHER LONG-TERM ASSETS AND LIABILITIES

Other long-term assets consist of the following:

	As at December 31,
	2024			2023
Right-of-use assets		$	17.9		$	21.9
Other			1.0			6.0
		$	18.9		$	27.9

As at December 31, 2024 and 2023, other long-term assets include $1.0 million and $3.0 million, respectively, related to the defined benefits pension plan. Please refer to Note 15 for further information on the defined benefits pension plan.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

Other long-term liabilities consist of the following:

	As at December 31,
	2024			2023
Lease obligations		$	10.9		$	13.8
Other			15.7			13.5
		$	26.6		$	27.3

As at December 31, 2024 and 2023, other long-term liabilities include $8.4 million and $8.8 million, respectively, related to the non-current portion of warranty liability. Please refer to Note 13 for further information on warranty provisions.

Information about the Company’s leases, which are all operating leases, is as follows:

Right-of-use assets	Property			Vehicles			Total
Balance as at December 31, 2022		$	15.1		$	2.4		$	17.5
New leases entered into during the year			10.2			2.9			13.1
Depreciation charge for the year			(6.8)			(1.5)			(8.3)
Changes in foreign exchange and other			(0.4)			—			(0.4)
Balance as at December 31, 2023		$	18.1		$	3.8		$	21.9
New leases entered into during the year			1.8			3.8			5.6
Depreciation charge for the year			(7.6)			(1.6)			(9.2)
Changes in foreign exchange and other			(0.2)			(0.2)			(0.4)
Balance as at December 31, 2024		$	12.1		$	5.8		$	17.9
Lease obligations
Balance as at December 31, 2022								$	16.8
New leases entered into during the year									13.1
Interest charge for the year									1.0
Lease payments during the year									(9.3)
Changes in foreign exchange and other									0.5
Balance as at December 31, 2023								$	22.1
New leases entered into during the year									5.6
Interest charge for the year									1.6
Lease payments during the year									(10.8)
Changes in foreign exchange and other									(1.2)
Balance as at December 31, 2024								$	17.3

	As at December 31,
	2024			2023
Current portion		$	6.4		$	8.3
Non-current portion			10.9			13.8
Total lease obligations		$	17.3		$	22.1

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

Maturity analysis – contractual undiscounted cash flows

Less than one year	$	6.4
One to three years		6.4
More than three years		6.0
Total undiscounted lease obligations at December 31, 2024	$	18.8

The current portion of the lease obligation is included in other current liabilities and the long-term portion is included in other long-term liabilities.

Amounts recognized in consolidated statements of operations within selling, general and administrative expenses

	For the years ended December 31,
	2024			2023			2022
Interest on lease obligations		$	1.6		$	1.0		$	0.7
Depreciation on right-of-use assets			9.2			8.3			6.3
Total lease expense		$	10.8		$	9.3		$	7.0
Expenses relating to short-term leases			1.7			1.4			2.1
Total, including short-term leases		$	12.5		$	10.7		$	9.1

As at December 31, 2024 and 2023, the weighted average remaining lease term of the leases were 7.2 years and 8.0 years, respectively. As at December 31, 2024 and 2023, the weighted average discount rates for the remaining leases were 8.0% and 8.7%, respectively.

12.

GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consist of the following:

	Patents and know-how			Customer relationships			Software			IPR&D			Brand names			Total intangible assets			Goodwill
Cost
Balance as at December 31, 2022		$	1,030.4		$	490.8		$	45.5		$	15.0		$	95.0		$	1,676.7		$	1,922.8
Additions			—			—			7.6			—			—			7.6			—
Reclassification of assets			—			—			6.5			(6.5)			—			—			—
Disposals			—			—			(8.7)			—			—			(8.7)			—
Impairment			(5.0)			(55.0)			—			—			(15.0)			(75.0)
Changes in foreign exchange and others			9.8			4.1			0.3			—			—			14.2			—
Balance as at December 31, 2023		$	1,035.2		$	439.9		$	51.2		$	8.5		$	80.0		$	1,614.8		$	1,922.8
Additions			—			—			6.9			1.9			—			8.8			—
Reclassification of assets			—			—			5.2			(5.2)			—			—			—
Disposals			—			—			(4.5)			—			—			(4.5)			—
Impairment			—			—			(1.8)			—			—			(1.8)
Changes in foreign exchange and others			(12.9)			(6.2)			(0.5)			—			—			(19.6)			—
Balance as at December 31, 2024		$	1,022.3		$	433.7		$	56.5		$	5.2		$	80.0		$	1,597.7		$	1,922.8

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

	Patents and know-how			Customer relationships			Software			IPR&D			Brand names			Total intangible assets			Goodwill
Accumulated amortization
Balance as at December 31, 2022		$	(370.5)		$	(125.0)		$	(12.2)		$	—		$	—		$	(507.7)		$	—
Amortization			(77.0)			(24.7)			(13.9)			—			—			(115.6)			—
Disposals			—			—			8.1			—			—			8.1			—
Impairment			2.0			15.4			—			—			—			17.4			—
Changes in foreign exchange and others			(3.9)			(1.7)			(0.1)			—			—			(5.7)			—
Balance as at December 31, 2023		$	(449.4)		$	(136.0)		$	(18.1)		$	—		$	—		$	(603.5)		$	—
Amortization			(76.9)			(23.7)			(10.1)			—			—			(110.7)			—
Disposals			—			—			4.4			—			—			4.4			—
Changes in foreign exchange and others			6.1			2.5			0.3			—			—			8.9			—
Balance as at December 31, 2024		$	(520.2)		$	(157.2)		$	(23.5)		$	—		$	—		$	(700.9)		$	—
Carrying amount
Balance as at December 31, 2024		$	502.1		$	276.5		$	33.0		$	5.2		$	80.0		$	896.8		$	1,922.8
Balance as at December 31, 2023		$	585.8		$	303.9		$	33.1		$	8.5		$	80.0		$	1,011.3		$	1,922.8
WA remaining useful life (in years) – 2024			4.1			4.2			0.3			—			—
WA remaining useful life (in years) – 2023			4.7			4.5			0.3			—			—

The expected amortization expense per year for each of the next five years is $103.4 million.

For goodwill and non-amortizable intangible assets, the Company completed its annual testing for impairment as at both October 1, 2024 and 2023 and no impairments were identified as part of the assessments. When the carrying amount of the reporting unit exceeds its fair value, an impairment is recognized based on that difference. The fair value of a reporting unit is determined using both an estimated discounted future cash flow model and by applying a market multiple to the trailing twelve-month earnings before interest, tax, depreciation, amortization, FX and impairment charges.

As a result of the SCM closure, a $57.6 million impairment charge for specific intangibles that were solely related to the SCM business was recorded during the year ended December 31, 2023. In addition, $9.5 million was recognized for employment related costs. The SCM impairment and employment related costs were recorded in selling, general and administrative expenses in the consolidated statement of operations.

The Company does not expect any additional significant costs in relation to the above impairment and employment related costs.

During the year ended December 31, 2024, the Company recorded an impairment of $1.8 million in relation to a software-related project to bring the net book value down to $nil, due to management’s decision to de-emphasize the project. The impairment is recognized in selling, general and administrative expenses in the consolidated statements of operations.

The Company did not identify any other indicators of impairment pursuant to the remaining long-term assets.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

13.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:

	As at December 31,
	2024			2023
Trade payables and accruals		$	233.4		$	234.0
Current portion of warranty liability			16.6			18.9
Payroll-related costs			51.9			64.4
Accrued interest			34.2			31.8
Total		$	336.1		$	349.1

The changes to the Company’s warranty and severance liabilities were as follows:

	Warranty Provisions			Severance Provisions			Total
Balance as at December 31, 2022		$	27.8		$	3.2		$	31.0
Current provisions in the year			22.4			12.8			35.2
Settled during the year			(25.3)			(10.0)			(35.3)
Reversal and adjustments			2.8			(0.4)			2.4
Balance as at December 31, 2023		$	27.7		$	5.6		$	33.3
Current provisions in the year			21.4			1.1			22.5
Settled during the year			(25.3)			(4.4)			(29.7)
Reversal and adjustments			1.2			(0.1)			1.1
Balance as at December 31, 2024		$	25.0		$	2.2		$	27.2
Classification
Current portion		$	18.9		$	5.6		$	24.5
Non-current portion			8.8			—			8.8
Total as at December 31, 2023		$	27.7		$	5.6		$	33.3
Current portion		$	16.6		$	2.2		$	18.8
Non-current portion			8.4			—			8.4
Total as at December 31, 2024		$	25.0		$	2.2		$	27.2

As at December 31, 2024 and 2023, the current portion of the Company’s severance liability of $2.2 million and $5.6 million, respectively, was included within payroll-related costs in accounts payable and accrued liabilities in the consolidated balance sheets.

As at December 31, 2024 and 2023, the severance provisions included $0.1 million and $1.7 million, respectively, related to the SCM closure employment related costs referred to in Note 12.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

14.

LONG-TERM DEBT AND OTHER BORROWINGS

Long-term debt consists of the following:

	Term Loan			Revolver			Senior Secured Notes			Senior Notes			Senior PIK Notes			Total
Balance as at December 31, 2022		$	1,974.6		$	—		$	—		$	620.7		$	408.3		$	3,003.6
Principal paid			(21.0)			—			—			—			(8.0)			(29.0)
Amortization of transaction costs			10.2			—			—			2.6			3.2			16.0
Amortization of debt discount			0.8			—			—			—			1.8			2.6
Write-off of transaction costs & debt discount			—			—			—			—			0.2			0.2
Balance as at December 31, 2023		$	1,964.6		$	—		$	—		$	623.3		$	405.5		$	2,993.4
Borrowings			1,750.0			—			1,000.0			—			—			2,750.0
Drawdowns			—			183.0			—			—			—			183.0
Principal paid			(1,988.0)			(183.0)			—			(630.0)			(412.0)			(3,213.0)
Transaction cost			(34.7)			—			(6.3)			—			—			(41.0)
Debt discount			(26.3)			—			(7.5)			—			—			(33.8)
Amortization of transaction costs			7.1			—			0.9			0.9			1.1			10.0
Amortization of debt discount			3.4			—			1.1			—			0.6			5.1
Write-off of transaction costs & debt discount			11.1			—			—			5.8			4.8			21.7
Balance as at December 31, 2024		$	1,687.2		$	—		$	988.2		$	—		$	—		$	2,675.4
Classification
Current portion		$	21.0		$	—		$	—		$	—		$	—		$	21.0
Non-current portion			1,943.6			—			—			623.3			405.5			2,972.4
Total as at December 31, 2023		$	1,964.6		$	—		$	—		$	623.3		$	405.5		$	2,993.4
Current portion		$	17.5		$	—		$	—		$	—		$	—		$	17.5
Non-current portion			1,669.7			—			988.2			—			—			2,657.9
Total as at December 31, 2024		$	1,687.2		$	—		$	988.2		$	—		$	—		$	2,675.4

As at December 31, 2024 and 2023, the Company had availability of $272.8 million and $213.3 million, respectively, under a revolving credit facility (the “Revolver”), net of letters of credit outstanding under the credit facility of $1.0 million and $1.7 million, respectively.

The undiscounted future repayments per fiscal year, including minimum future accrued interest, are as follows:

	Term Loan			Senior Secured Notes			Total
2025		$	201.9		$	91.6		$	293.5
2026			200.6			91.7			292.3
2027			199.3			91.9			291.2
2028			198.6			92.3			290.9
2029			1,693.7			1,011.5			2,705.2
Thereafter			—			—			—
Total		$	2,494.1		$	1,379.0		$	3,873.1

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

Term Loan actual annual repayments are impacted by the excess cash flow sweep, which comes into effect in 2026, as defined in the Credit Agreement, and may be different than the timing and amounts noted above for the respective years. Management cannot reasonably estimate additional payments that may be required and has therefore not classified these potential payments as current debt. As at December 31, 2024, the Company was in compliance with all debt covenants and conditions.

Term loan and revolver credit agreements

On March 28, 2018, the Company, through its wholly-owned subsidiary Husky Injection Molding Systems Limited (“HIMS”), entered into a $2,350.0 million Credit Agreement, with the “Revolver” and the Term Loan, which both mature on March 28, 2025. Husky is structured as a holding company and owns HIMS through a series of wholly-owned intermediary subsidiaries. Husky and these wholly-owned intermediary subsidiaries do not produce any goods or services and the only financing activities executed within these entities relates to the Senior PIK Notes, as described further below. Substantially all of the Company’s assets had been pledged as collateral. The maximum available credit under the Revolver was $250.0 million. The principal amount of the Term Loan was $2,100.0 million. The Term Loan had a floating interest rate and required principal repayments of $5.25 million quarterly, or $21.0 million annually. There were additional payment requirements which commenced in the year ended December 31, 2019, based on 0.0% to 50.0% of excess cash flows, the percentage being determined by a leverage ratio as defined in the Credit Agreement. The additional required payments based on excess cash flows could have been credited towards the scheduled principal repayments.

The Company had the option to make prepayments against the Term Loan. Subject to lender approval, the Revolver and Term Loan could have increased by $332.25 million, plus an additional amount based on the consolidated earnings before interest, taxes, depreciation and amortization. The Credit Agreement has restrictions on new debt issuance, the sale of assets, capital expenditures, and requires the Company to maintain a leverage ratio dependent on the usage of the Revolver. Further, the Credit Agreement imposes limitations on payment of dividends by HIMS based upon various annual performance metrics of HIMS. The Revolver advances bore interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.50% to 3.00% dependent on the first lien leverage ratio, and the Term Loan bore interest at LIBOR plus 3.00%. Additionally, the Revolver was subject to unused line fees determined on an annual rate of 0.375% and calculated based on the amount by which the commitments exceed the average daily balance of the outstanding loans under the Revolver during the applicable quarter.

On July 7, 2022, HIMS, amended the Credit Agreement to extend the maturity date of the Revolver (the “2022 Amendment”). The Amendment established two tranches of revolving facility:

$25.0 million available under the new 2023 Revolving Credit Facility with maturity date of March 28, 2023, and

ii.

$225.0 million available under the new 2025 Revolving Credit Facility with maturity date of March 28, 2025.

The 2022 Amendment included a provision whereby the 2025 Revolving Credit Facility would mature earlier on November 15, 2024, if the outstanding balance of Senior PIK Notes is in excess of $100.0 million, or on December 27, 2024, if the outstanding balance of Term Loan is in excess of $100.0 million. Pursuant to the 2022 Amendment, the Term Loan and Revolver advances bore interest at the SOFR plus 2.50% to 3.00% dependent on the first lien leverage ratio. The other terms of the Credit Agreement remained unchanged from the original agreement.

On December 20, 2022, HIMS, further amended the Credit Agreement to adjust the two tranches of the revolving facility to:

$35 million available under the new 2023 Revolving Credit Facility with maturity date of March 28, 2023, and

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

ii.

$215 million available under the new 2025 Revolving Credit Facility with maturity date of March 28, 2025.

On April 23, 2024, HIMS and certain of the Husky’s subsidiaries, entered into Amendment No. 5 to the credit agreement (the “Amendment”), providing for a new senior secured first-lien term loan facility in an aggregate principal amount of $1,750.0 million (the “Term Loan”) and a new senior secured super priority multi-currency revolving credit facility with commitments of $273.8 million (the “Revolver”). The Term Loan matures on February 15, 2029, and the Revolver matures on November 16, 2028.

Substantially all of the Company’s assets have been pledged as collateral. The Term Loan has a floating interest rate and requires principal repayments of $4.375 million quarterly (commencing with the quarter ending September 30, 2024), or $17.5 million annually. There are additional payment requirements (subject to certain exceptions) commencing with the year ending December 31, 2025, ranging from 0.0% to 50.0% of excess cash flows, the percentage being determined by a leverage ratio as defined in the Amendment. The additional required payments based on excess cash flows can be credited towards the scheduled principal repayments. The Company may optionally make prepayments against the Term Loan without any premium or penalty. As set forth in the Amendment, and subject to lenders’ approval, the Revolver and Term Loan may be increased.

The Amendment has restrictions on new debt issuance, certain payments such as dividends, the sale of assets, investments such as capital expenditures, certain liens, transactions with affiliates and requires the Company to comply with a maximum leverage ratio, which is only measured when usage of the Revolver exceeds 35% as at the reporting date. Further, the Amendment imposes limitations on payment of dividends based upon various annual company performance metrics.

On December 12, 2024, HIMS completed Amendment No. 6 to the credit agreement to reduce the Term Loan rate from SOFR plus 5.00% to SOFR plus 4.50% per annum.

The Revolver advances bear interest at the Secured Overnight Financing Rate (“SOFR”) plus 4.00% to 5.00% per annum dependent on the first lien leverage ratio, and the Term Loan bears interest at SOFR plus 4.50% per annum. Additionally, the Revolver is subject to unused line fees determined on an annual rate of 0.375% and calculated based on the amount by which the commitments exceed the average daily balance of the outstanding revolving loans under the Revolver during the applicable quarter.

As at December 31, 2024 and 2023, the interest rate on the Term Loan was 8.8% and 8.5%, respectively. As at both December 31, 2024 and 2023, there was no outstanding balance on the Revolver.

Senior notes

On March 28, 2018, the Company, through two wholly owned subsidiaries, issued $650.0 million aggregate principal unsecured 7.750% Senior Notes that mature on April 15, 2026. The Senior Notes interest repayment was required semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on October 15, 2018.

The Company could have redeemed all or some of the Senior Notes at any time on or after April 15, 2021, at the redemption prices set forth in the offering memorandum, plus accrued and unpaid interest. Further, upon the occurrence of certain changes in applicable tax law, the Company could have redeemed all of the Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and additional amounts, if any. The Senior Notes and related accrued interest have been fully repaid in connection with the debt refinancing.

Senior secured notes

On February 12, 2024, the Company, through its directly and indirectly owned subsidiaries (the “Issuers”), issued $1,000.0 million aggregate principal secured 9.00% Senior Secured Notes that mature on

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

February 15, 2029. The Senior Secured Notes interest repayment is required semi-annually in cash in arrears on February 15 and August 15 of each year, which commenced on August 15, 2024.

The Company may redeem some or all of the Senior Secured Notes at any time at the redemption prices set forth in the indenture, plus accrued and unpaid interest (if any) and make-whole or similar premiums if any. In certain circumstances, the Company may be required to offer to repurchase some or all of the Senior Secured Notes at the prices set forth in the indenture, plus accrued and unpaid interest (if any).

In connection with the closing of the Amendment, the Term Loan, the Senior Secured Notes and the related Guarantees were secured by first-priority security interests in substantially all of the Issuers’ and the Guarantors’ assets, subject to certain limitations, exceptions and permitted liens, to the extent applicable (the “Collateral”). The aforementioned assets will also secure the obligations under the new credit facility on a pari passu basis.

Senior PIK notes

On February 14, 2020, the Company, through an indirect wholly-owned subsidiary, issued 13.00%/13.75% Senior PIK Notes that mature on February 15, 2025 for the aggregate principal amount of $460.0 million. The interest on the Senior PIK Notes was payable semi-annually on February 15 and August 15 of each year commencing with August 15, 2020, to holders of record as of the close of business on each interest payment date. After the initial interest period, the Company had the option to pay interest on the Senior PIK Notes by increasing the principal amount of the Senior PIK Notes or by issuing additional Senior PIK Notes instead of making cash interest payments subject to certain metrics pursuant to the terms of the Indenture dated February 14, 2020. Interest accrued on the Senior PIK Notes at a rate per annum equal to 13.75%, which was the Cash Interest rate plus 0.75%. The Senior PIK Notes were issued at a price of 98%, resulting in original issue discount (“OID”) of $9.2 million. The Company also incurred approximately $15.6 million in underwriting and other fees. The Company capitalized the $24.8 million of issuance costs related to the Senior PIK Notes which was amortized over the term of the Senior PIK Notes using the effective interest rate method.

The Company could have redeemed all or some of the Senior PIK Notes at any time on or after February 15, 2021, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest. Upon the occurrence of certain changes in applicable tax law, the Company could have redeemed all of the Senior PIK Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and additional amounts, if any. Upon occurrence of change in control, each holder of Senior PIK Notes could have required the Company to repurchase all or any portion of that holder’s Senior PIK Notes, at cash redemption price equal to 101% of the aggregate principal amount of the Senior PIK Notes, plus accrued and unpaid interest, if any. Further, in case certain assets of the Company were sold, the Company would have applied all the excess proceeds to the purchase of Senior PIK Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest. In addition, the Indenture had restrictions on new debt issuance, sale of assets, capital expenditures, transactions with affiliates, future guarantees and liens.

Subsequent to the issuance of Senior PIK Notes, on March 26, 2020, the Company completed a purchase in the open market of $40 million 13.00% interest-bearing Senior PIK Notes originally due to mature on February 15, 2025 at a re-purchase price of $70.25 (amounting to $28.8 million including $0.7 million of accrued interest). A gain on the extinguishment of debt of $9.8 million, net of $0.8 million of OID and $1.3 million of deferred financing fees written off as a result of the purchase, was recognized in the consolidated statements of operations.

On April 4, 2023, the Company closed another purchase in the open market of $8.0 million 13.00% interest-bearing Senior PIK Notes originally due to mature on February 15, 2025 at a re-purchase price of $84.75 (amounting to $6.9 million including $0.1 million of accrued interest). A gain on the extinguishment of debt of $1.0 million, net of $0.1 million of OID and $0.1 million of deferred financing fees written off

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

as a result of the purchase, was recognized in the consolidated statements of operations. The Senior PIK Notes and related accrued interest have been fully repaid in connection with the debt refinancing.

Preferred shares and warrants

On April 23, 2024, Husky issued 370,000 Class A Preferred Shares and 111,794 warrants for aggregate gross proceeds of $362.6 million. The transaction costs in relation to these preferred shares and warrants is $16.0 million.

The 111,794 warrants enable holders to purchase up to 111,794 Class A Common Shares at an exercise price of $1,953.90 per share. The warrants are only exercisable upon a change of control until April 23, 2034, unless certain triggering events occur that could cause the warrants to become null and void upon certain circumstances as described in the Securities Purchase Agreement and Articles of Husky Technologies Limited (“Subscription Agreement”), including the completion of an initial public offering. The fair value of warrants was estimated using the Black Scholes option pricing model and was valued at $19.6 million, net of $0.9 million issuance costs and $0.4 million discount, and has been recorded in additional paid-in capital within the consolidated statements of stockholders’ equity.

The holders of the preferred shares are entitled to a liquidation preference of 14% per annum. Semi-annually, the Company can choose whether cash distributions are made or have the liquidation preference accrue. The preferred shares are considered currently redeemable and are subsequently measured at the maximum redemption amount under the Subscription Agreement at each reporting date, net of the fair value of certain embedded features that have been bifurcated and recognized as an embedded derivative. As at December 31, 2024, the preferred return was $206.5 million and is reflected within preference share capital on the consolidated balance sheets. For the year ended December 31, 2024, the Company recognized preferred return of $35.2 million and $171.3 million ($nil for the years ended December 31, 2023), through additional paid-in capital and accumulated deficit, respectively, on the consolidated balance sheets.

In accordance with the Subscription Agreement, upon the occurrence of certain triggering events, under certain conditions, the preferred shares must be redeemed for cash or common shares based on the market value of the common shares at that time. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, holders of the preferred shares shall be in preference and priority to any distribution to the holders of the Class A and Class B Common Shares. The preferred shares are financial instruments with both equity and debt characteristics and is classified as temporary equity on the consolidated balance sheets.

The following table summarizes the preference share capital activities for the year ended December 31, 2024:

	Preference Share Capital
Balance as at December 31, 2023		$	—
Issuance of Preference Share Capital			349.1
Discount on Preference Share Capital			(6.0)
Transaction costs			(13.1)
Bifurcation of Embedded Derivative			(46.0)
Preferred Return			206.5
Balance as at December 31, 2024		$	490.5

Embedded derivatives

The Term Loan, Revolver Credit Agreements, Senior Secured Notes and preferred shares, each contain a number of embedded features. The embedded features within the Term Loan, Senior Secured Notes and

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

Revolver were closely related to the host contract and therefore do not require a separate unit of accounting. Certain embedded features within the preferred shares, specifically conversion rights of the holder in the event of a change of control or completion of an initial public offering of the Company, were not clearly and closely related to the host contract and have been classified as an embedded derivative requiring separate presentation from the preferred shares and subsequent measurement at FVTPL.

The fair value of the preferred shares embedded derivative was determined to be a Level 3 instrument and was valued using the with and without method Monte Carlo Simulation. Under this dynamic model, an equity waterfall is used to simulate equity proceed distributions assuming various time periods, redemption events and settlement in either cash or common shares. The value is simulated by capturing the highest and best outcome, with and without the embedded derivative. As a part of this model, significant estimates include the probabilities for each scenario and the stock price of the Company. As at April 23, 2024 and December 31, 2024, the fair value of the embedded derivative is $46.0 million and has been recorded in other current liabilities within the consolidated balance sheets. For the year ended December 31, 2024, the Company recognized $nil change in derivative fair value in the consolidated statements of operations ($nil for the years ended December 31, 2023 and 2022 respectively). The transaction costs and discount in relation to embedded derivative are $2.0 million and $0.9 million, respectively.

The net proceeds from the new Term Loan, Senior Secured Notes and preferred shares were used to repay the previous Term Loan, Senior Notes, Senior PIK Notes (“Previous Debt”) and related accrued interest. As at April 23, 2024, the unamortized balance of transaction costs and discount on Previous Debt has been recognized as a loss on debt extinguishment in the consolidated statements of operations.

15.

EMPLOYEE FUTURE BENEFITS

The Company provides various employee benefit plans for its employees. For the years ended December 31, 2024 and 2023, the Company recorded employee benefit expenses of $6.0 million and $5.8 million, respectively, for defined contribution plans.

Employee future benefits consist of the following:

	As at December 31,
	2024			2023
Liability
Health and dental care benefits		$	3.8		$	4.2
Total Liability		$	3.8		$	4.2
Asset
Defined benefits pension plan			1.0			3.0
Total asset		$	1.0		$	3.0

As at December 31, 2024 and 2023, the asset related to the defined benefits pension plan of $1.0 million and $3.0 million, respectively, is recorded within other long-term assets in the consolidated balance sheets. During 2023, there was a restructuring due to closure of the SCM business. The benefit obligations and plan assets were based on curtailment and settlement.

Health and dental care benefits

The Company provides certain health and dental care benefits to eligible Canadian employees and their dependents who retired between the ages of 55 and 65 and had worked at least 20 years for the Company. These benefits, both for the retiree and their dependents, are discontinued at the earlier of age 65 or the death of the retiree. The Company uses the fiscal year-end date as the measurement date for these

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

benefits. The most recent actuarial valuation of the benefit plan for the Company was as at July 1, 2023 and extrapolated to December 31, 2024.

The Company also provides long-term disability benefits to eligible disabled employees, their spouses and children. The Company uses the fiscal year-end date as the measurement date for these benefits. The most recent actuarial valuation of the benefit plan for the Company was as at December 31, 2024.

The weighted average actuarial assumptions used in measuring the Company’s health and dental care benefits obligations and costs as at December 31, 2024 and 2023 are as follows:

	As at December 31,
	2024		2023
Accrued benefit obligations
Discount rate		4.5%		4.6%
Weighted average initial health care cost trend rate		5.4%		5.6%
Weighted average ultimate health care cost trend rate		4.5%		4.5%
Years to reach ultimate trend rate		6		7
Net periodic costs
Discount rate		4.6%		5.1%
Weighted average initial health care cost trend rate		5.4%		5.6%
Weighted average ultimate health care cost trend rate		4.5%		4.5%
Years to reach ultimate trend rate		6		7

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The following table presents the impact of a 1% change in assumed health care cost trend rates on the health and dental benefit plans for the years ended December 31, 2024 and 2023:

	As at December 31,
	2024						2023
	1% Increase			1% Decrease			1% Increase			1% Decrease
Impact of changes in health care cost trend rates
Total service costs and interest costs		$	—		$	—		$	—		$	—
Projected benefit obligation		$	0.3		$	0.2		$	0.3		$	0.3

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

The information about these plans is as follows:

	As at December 31,
	2024			2023			2022
Change in employee future benefit obligation
Balance, beginning of the year		$	4.2		$	5.1		$	6.0
Current service cost			0.1			0.2			0.2
Interest cost			0.1			0.2			0.1
Actuarial gain			(0.1)			(1.2)			(0.6)
Benefits paid			(0.2)			(0.2)			(0.3)
Foreign exchange (gain) loss			(0.3)			0.1			(0.3)
Benefit obligation, end of the year		$	3.8		$	4.2		$	5.1
Change in plan assets
Fair value of plan assets, beginning of the year			—			—			—
Employer contributions			0.2			0.2			0.3
Benefits paid			(0.2)			(0.2)			(0.3)
Fair value of plan assets, end of the year		$	—		$	—		$	—
Unfunded status, end of the year		$	(3.8)		$	(4.2)		$	(5.1)
Net amounts recognized in the non-current liabilities in the consolidated balance sheets		$	(3.8)		$	(4.2)		$	(5.1)

	For the years ended December 31,
	2024			2023			2022
Current service cost		$	0.1		$	0.2		$	0.2
Interest cost			0.1			0.2			0.1
Net periodic benefit cost		$	0.2		$	0.4		$	0.3

Defined benefits pension plan

The Company maintains a defined benefits pension plan for its employees in Switzerland. The Company uses the fiscal year-end date as the measurement date for these benefits. The most recent actuarial valuation of the benefit plan for the Company was as at December 31, 2024.

The weighted average actuarial assumptions used in measuring the Company’s obligations and costs include:

	As at December 31,
	2024		2023
Projected benefit obligation
Discount rate		1.0%		1.4%
Rate of compensation increase		2.3%		2.4%
Net periodic benefit cost
Discount rate		1.4%		2.4%
Expected long-term rate of return on plan assets		3.5%		3.8%
Rate of compensation increase		2.4%		2.6%

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

The information about the Company’s defined benefits pension plan is as follows:

	As at December 31,
	2024			2023			2022
Change in projected benefit obligation
Balance, beginning of period		$	47.7		$	41.4		$	51.3
Current service cost			0.8			1.0			1.4
Interest cost			0.6			1.0			0.1
Prior Service Cost			—			(0.5)			—
Employee contributions			1.0			1.1			1.1
Benefits paid			(1.9)			(4.4)			(0.8)
Premium paid			(0.2)			(0.2)			(0.2)
Actuarial loss			5.0			3.9			(10.8)
Foreign exchange (gain) loss			(3.5)			4.4			(0.7)
Benefit obligation, end of period		$	49.5		$	47.7		$	41.4
Change in fair value of plan assets
Fair value of plan assets, beginning of period			50.7			46.3			51.8
Return on plan assets			3.7			2.1			(6.1)
Employer contributions			1.0			1.1			1.1
Employee contributions			1.0			1.1			1.1
Benefits paid			(1.9)			(4.4)			(0.8)
Premium paid			(0.2)			(0.2)			(0.2)
Foreign exchange (loss) gain			(3.8)			4.7			(0.6)
Fair value of plan assets, end of period		$	50.5		$	50.7		$	46.3
Funded status, end of period		$	1.0		$	3.0		$	4.9
Net amounts recognized in the non-current assets in the consolidated balance sheets		$	1.0		$	3.0		$	4.9

	For the years ended December 31,
	2024			2023			2022
Current service cost		$	0.8		$	1.0		$	1.4
Interest cost			0.6			1.0			0.1
Amortization of prior service cost			—			(0.5)			—
Expected return on plan assets			(1.7)			(1.7)			(1.0)
Net periodic benefit cost		$	(0.3)		$	(0.2)		$	0.5

The expected benefits are based on the same assumptions used to measure the Company’s benefit obligation as at December 31, 2024 and include estimated future employee service.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

The following table presents expected future benefit payments by plan type:

	Defined contribution			Defined benefit			Health and dental			Total
Expected employer contributions
2025		$	6.2		$	1.0		$	0.2		$	7.4
2026			6.3			1.0			0.2			7.5
2027			6.4			1.0			0.2			7.6
2028			6.5			1.0			0.2			7.7
2029			6.7			1.0			0.2			7.9
		$	32.1		$	5.0		$	1.0		$	38.1
Expected benefit payments
2025					$	2.4		$	0.2		$	2.6
2026						2.5			0.3			2.8
2027						2.7			0.3			3.0
2028						2.9			0.3			3.2
2029						2.9			0.3			3.2
Thereafter						13.8			1.4			15.2
					$	27.2		$	2.8		$	30.0

Defined benefit plan assets

The overall investment goal of the pension plan assets is to earn a rate of return over time which, when combined with the Company’s contributions, satisfies the benefit obligations of the pension plans and maintains a sufficient liquidity to pay benefits.

The following table presents the defined benefit pension plan’s actual and target asset allocations as at December 31, 2024 and 2023:

	As at December 31,
	2024			2023
	Target allocation ranges	Percentage of plan assets		Target allocation ranges	Percentage of plan assets
Equity securities	11 to 53%		36.7%	11 to 53%		38.3%
Debt securities	22 to 80%		41.2%	22 to 80%		43.3%
Real estate	0 to 26%		16.3%	0 to 26%		17.2%
Cash and cash equivalents	0 to 20%		5.8%	0 to 20%		1.2%
Alternative investments (only precious metals and petroleum)	0 to 5%		0.0%	0 to 5%		0.0%
			100.0%			100.0%

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

The following table presents the Company’s pension plan assets using the fair value hierarchy as at December 31, 2024 and 2023:

	As at December 31,
	2024						2023
	Total			Quoted prices in active markets for identical assets (Level 1)			Total			Quoted prices in active markets for identical assets (Level 1)
Asset categories
Equity securities		$	18.5		$	18.5		$	19.4		$	19.4
Debt securities			20.8			20.8			22.0			22.0
Real estate			8.2			8.2			8.7			8.7
Cash and cash equivalents			3.0			3.0			0.6			0.6
Total plan assets		$	50.5		$	50.5		$	50.7		$	50.7

As at December 31, 2024 and 2023, the Company’s pension plan did not have any Level 2 or Level 3 assets.

Equity securities: Equity securities held by the Company’s pension plan are held through a mutual fund. The fair value of the mutual fund is based on the quoted market price.

Debt securities: Debt securities held by the Company’s pension plan are held through a mutual fund. The fair value of the mutual fund is based on the quoted market price.

Real estate: Real estate held by the Company’s pension plans are held through an investment fund. The fair value of the investment fund is based on the quoted market price.

Cash and cash equivalents: Cash and cash equivalents held by the Company’s pension plan are held on deposit with creditworthy financial institutions. The fair value of the cash and cash equivalents are based on the quoted market price of the respective currency in which the cash is maintained.

The expected rate of return on plan assets was calculated as a weighted average of the expected return by asset class based on the targeted asset allocation.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

16.

COMMON SHARE CAPITAL

The Company has issued common share capital as follows:

	Number of common shares								Share capital amount
	Class A		Class B		Class B, Series 2		Total		Class A			Class B			Class B, Series 2			Total
Issued and outstanding as at January 1, 2022		906,670		21,008		9,078		936,756		$	725.9		$	16.6		$	7.4		$	749.9
New issuances		—		—		45		45			—			—			0.1			0.1
Repurchases		—		—		(244)		(244)			—			—			(0.3)			(0.3)
Issued and outstanding as at December 31, 2022		906,670		21,008		8,879		936,557		$	725.9		$	16.6		$	7.2		$	749.7
Repurchases		—		(55)		(790)		(845)			—			(0.1)			(0.7)			(0.8)
Issued and outstanding as at December 31, 2023		906,670		20,953		8,089		935,712		$	725.9		$	16.5		$	6.5		$	748.9
Repurchases		—		—		(190)		(190)			—			—			(0.2)			(0.2)
Issued and outstanding as at December 31, 2024		906,670		20,953		7,899		935,522		$	725.9		$	16.5		$	6.3		$	748.7

Each Class A Common Share entitles the holder to one vote at any meeting at which the holders of Class A Common Shares are entitled to vote. Class A Common Shares shall be entitled to receive dividends and are without par value features.

The holders of the Class B Common Shares are not entitled to receive notice of, attend, or vote at any meeting of the shareholders of the Company, and the Class B Common Shares carry no voting rights. The Class B Common Shares are without par value and has unlimited number.

The Class A Common Shares shall rank equally with the Class B Common Shares with respect to dividends, and all dividends which the Board of Directors of the Company may declare on the Class A Common Shares or the Class B Common Shares shall be declared and paid in equal amounts per share on all Class A Common Shares and Class B Common Shares at the time outstanding.

In the event of the liquidation, dissolution, or winding-up of the Company, the holders of the Class A Common Shares shall be entitled to participate pro rata with the holders of the Class B Common Shares in any distribution of all the remaining property or assets of the Company.

17.

STOCK-BASED COMPENSATION

The Plan was established on July 2, 2018, and the Plan Participants are awarded stock options in the equity of the Company. The options have a contractual life of 10 years and vest 20% on each anniversary of the date of grant for five years. The Board of Directors of the Company has capped stock option award grants at 70,677 common shares. The Company will use allotted and unissued stock to satisfy stock award exercise.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

A summary of the status of the options for the years ended December 31, 2024, 2023 and 2022 is as follows:

	Number of time vesting options		Weighted average fair value per option			Weighted average exercise price per share			Weighted average remaining contractual life (years)
Outstanding balance, December 31, 2021		56,466		$	227.59		$	1,300.58		6.95
Granted		4,600			367.01			1,500.00		9.71
Exercised		(180)			279.14			1,300.58		6.32
Forfeited		(2,965)			244.40			1,300.58		—
Outstanding balance, December 31, 2022		57,921		$	237.64		$	1,316.42		6.24
Granted		5,500			331.43			1,500.00		9.81
Forfeited		(1,594)			289.04			1,300.58		—
Outstanding balance, December 31, 2023		61,827		$	244.66		$	1,333.16		5.64
Granted		6,690			280.21			1,500.00		9.64
Forfeited		(230)			291.65			1,300.58		—
Expired		(543)			—			1,311.60		—
Outstanding balance, December 31, 2024		67,744		$	291.29		$	1,350.01		5.11
Exercisable balance, December 31, 2024		52,868		$	236.53		$	1,311.67		4.09
Exercisable balance, December 31, 2023		50,683		$	222.53		$	1,304.20		4.94
Exercisable balance, December 31, 2022		41,262		$	218.32		$	1,300.58		5.86

The Company accounts for the stock option awards as employee equity awards. The expense associated is recorded as the option awards vest with a corresponding increase to contributed surplus. The fair value of stock options used to calculate compensation expense was estimated using the Black Scholes option pricing model. The Company has recognized the expense based upon the portion of the requisite service period using the graded method with a forfeiture rate of 10.0%.

For the years ended December 31, 2024, 2023 and 2022, the Company used the following weighted average assumptions to estimate stock option expense:

	For the years ended December 31,
	2024			2023			2022
Share price		$	1,043.00		$	1,040.00		$	1,160.00
Exercise price		$	1,350.01		$	1,333.16		$	1,316.42
Fair value		$	280.21		$	331.43		$	367.01
Risk-free interest rate			3.80%			4.49%			3.14%
Stock price volatility			33.00%			33.02%			33.09%
Dividend yield			0.00%			0.00%			0.00%
Forfeiture rate			10.00%			10.00%			10.00%
Expected term in years			6.5			7.0			7.0

The share price of the Company is determined by an independent third-party valuator. The valuator arrives at the share valuation by reviewing internal forecasts, market activity and external comparable companies.

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Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

The risk-free rate is based on the U.S. Federal Reserve bank benchmark bond yield on grant date for an equivalent term. The stock price volatility represents the implied volatility estimated using the weighted average volatility of similar publicly traded companies. The expected term of the stock options is based on the expected exercise and post-vesting employment termination behavior.

In the event of a sale of the Company, the stock options will vest and become exercisable in full immediately prior to such sale. In the event of a public offering of the shares of the Company, the stock options will subject to accelerated vesting in accordance with the terms of the Plan. For the years ended December 31, 2024, 2023 and 2022, the Company recorded stock-based compensation expense of $1.3 million, $1.0 million and $1.2 million, respectively.

As at December 31, 2024, the total compensation expense of $2.1 million related to non-vested outstanding stock options has not been recognized. This cost is expected to be recognized over a weighted-average period of 3.5 years.

18.

REVENUE AND SEGMENT DISCLOSURES

Revenue, classified by the nature, was as follows:

	For the years ended December 31,
	2024			2023			2022
Tooling and aftermarket		$	1,118.6		$	1,074.2		$	1,040.8
Systems			375.9			442.9			373.7
Total		$	1,494.5		$	1,517.1		$	1,414.5

Revenue contract assets and liabilities

The following table sets forth the activity in the Company’s revenue contract assets and liabilities for the years ended December 31, 2024 and 2023:

	Trade receivables net(1)			Deferred revenue
Balances as at December 31, 2022		$	206.0		$	236.4
Increases due to invoicing of new or existing contracts			1,517.1			1,166.4
Decreases due to payment, fulfillment of performance obligations, or other			(1,495.8)			(1,213.0)
Balances as at December 31, 2023		$	227.3		$	189.8
Increases due to invoicing of new or existing contracts			1,494.5			887.0
Decreases due to payment, fulfillment of performance obligations, or other			(1,462.9)			(911.0)
Balances as at December 31, 2024		$	258.9		$	165.8

(1)

Includes unbilled trade receivables related to the sale of medical molds, for which revenue is recognized over time, in the amount of $6.8 million as at December 31, 2024 ($6.1 million as at December 31, 2023)

The outstanding balances of deferred revenue as at December 31, 2023 have been fully recognized into revenue as at December 31, 2024. The Company does not have significant sales to one customer that exceed 10% of total revenue.

As at December 31, 2024 and 2023, the Company had remaining performance obligations of $564.8 million and $606.2 million, respectively, of which $530.9 million is expected to be satisfied and recognized into revenue in 2025 and $33.9 million is expected to be recognized in 2026 and beyond.

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TABLE OF CONTENTS

Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

Segment disclosures

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as a source of the Company’s reportable operating segments. The CODM, comprised of the Board of Directors and the Chief Executive Officer, reviews financial information, makes decisions and assesses the performance of the Company as a single operating and reportable segment.

Geographical information

The Company is managed on a worldwide basis, but operates in four principal geographical areas, North America, which includes Canada and the U. S.; Latin America, which includes Mexico and Central and South America; EMEA, which includes Europe, the Middle East, Africa and the Commonwealth of Independent States; and Asia Pacific, which includes Japan, China, India, Singapore, Australia and New Zealand.

In presenting the geographical information, revenue is based on the region in which the revenue is transacted, and intellectual property is located. Assets are based on the geographic locations of the assets.

Year ended December 31, 2024	Canada			Luxembourg			United States			China			Rest of the World			Total
Revenue		$	20.0		$	4.7		$	412.9		$	197.6		$	859.3		$	1,494.5
Non-current assets		$	151.2		$	79.9		$	76.2		$	42.7		$	26.1		$	376.1

Year ended December 31, 2023	Canada			Luxembourg			United States			China			Rest of the World			Total
Revenue		$	23.3		$	8.7		$	481.5		$	175.3		$	828.3		$	1,517.1
Non-current assets		$	158.5		$	87.9		$	79.0		$	45.7		$	29.7		$	400.8

Year ended December 31, 2022			Canada						Luxembourg						United States						China						Rest of the World						Total
Revenue				$	24.3					$	2.1					$	481.0					$	191.2					$	715.9					$	1,414.5

Within the category of Rest of the World, there are no countries that exceed 10% of total non-current assets presented above.

19.

COST OF GOODS SOLD

The cost of goods sold consists of the following:

	For the years ended December 31,
	2024			2023			2022
Material		$	508.7		$	565.5		$	530.5
Labor			157.0			157.1			139.4
Overheads			281.2			290.5			283.8
Other			13.5			17.8			35.4
Total		$	960.4		$	1,030.9		$	989.1

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TABLE OF CONTENTS

Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

20.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses by nature are as follows:

	For the years ended December 31,
	2024			2023			2022
Depreciation and Amortization		$	115.9		$	123.5		$	115.9
Impairment of Intangibles			1.8			57.6			—
Employee Costs and Benefits			95.7			91.3			97.5
Business Transformation, Non-Recurring and Other One-Time Costs			9.1			43.3			30.2
Office and Facility Costs			15.7			16.4			17.1
Professional Services			20.0			13.3			18.9
Travel			8.2			7.8			7.7
Other			0.9			23.8			6.3
Total		$	267.3		$	377.0		$	293.6

21.

INTEREST EXPENSES, NET

Interest expense for the Company is as follows:

	For the years ended December 31,
	2024			2023			2022
Accretion and interest on debt		$	290.1		$	273.2		$	198.1
Amortization of transaction costs and debt discount			18.0			18.6			17.6
Commitment fees			1.0			0.8			0.9
Bank fees and other charges, net			1.2			1.4			1.1
Total		$	310.3		$	294.0		$	217.7

22.

COMMITMENTS, GUARANTEES, CONTINGENCIES AND INDEMNIFICATIONS

The Company’s commitments, guarantees, contingencies and indemnifications consist of the following:

Letters of credit and guarantees

The Company may request that its bank issue letters of credit or letters of guarantee in favor of suppliers, customers and/or tax authorities to payment of certain obligations. As at December 31, 2024 and 2023, the Company issued such letters totaling $13.4 million and $18.9 million, respectively. For the years ended December 31, 2024 and 2023, there were no material payments against such obligations.

The Company may, in certain cases, guarantee equipment performance benchmarks. Such guarantees may entail payment of a monetary penalty, or may commit the Company to repurchase the equipment, if the performance benchmarks are not met. For the years ended December 31, 2024, 2023 and 2022, the Company made no material payments to its customers related to equipment performance guarantees.

Future capital expenditures

As at December 31, 2024 and 2023, the Company had commitments to make future capital expenditures under non-cancellable contracts of $21.1 million and $19.6 million, respectively.

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TABLE OF CONTENTS

Notes to the Consolidated Financial Statements
Years ended December 31, 2024, 2023 and 2022
In millions of U.S. dollars (except for share amounts)

Other contingencies

The Company has been named as defendant in certain legal actions and is subject to various risks and contingencies arising in the ordinary course of business. Management believes that adequate provisions have been recorded in the consolidated financial statements, as required. Although it is not possible to estimate the extent of potential costs of any known matters, if any, management believes that ultimate resolution of such contingencies would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Indemnifications

23.

LOSS PER SHARE

Basic loss per share is calculated by dividing the loss for the respective years by the weighted average number of common shares outstanding during the period. The Company uses the treasury stock method for calculating the dilutive effect of the outstanding stock options. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options are used to repurchase common shares at the average market price during the period. Since the Company was in a loss position in all years presented herein, the effect of all outstanding stock options and warrants is anti-dilutive, therefore diluted loss per share is equal to basic loss per share for all periods presented.

The outstanding number and type of securities that could potentially dilute basic earnings per share in the future are as noted below:

	As at December 31,
	2024		2023		2022
Number of options outstanding – Stock-based compensation		67,744		61,827		57,921

	SUMMARY					1
	The Special Meeting					1
	The Parties					1
	The Transactions					3
	Consequences if the Transactions are Not Completed					3
	How to Vote					4
	Reasons for the Transactions; Recommendations of the Board of Directors					4
	Opinion of CompoSecure’s Financial Advisor					4
	Regulatory Approvals					5
	Conditions to the Transactions					5
	Financing					5
	Change of Recommendation					6
	Employee Benefits Matters					6
	Termination of the Transaction Agreement					7
	Reimbursement of Fees					8
	Voting Agreement					8
	Investor Rights Agreement					8
	Risk Factors					9
	Additional Information					9
	QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING					10
	PARTIES TO THE TRANSACTIONS					34
	CompoSecure, Inc.					34
	Forge New Holdings, LLC					34
	1561604 B.C. Unlimited Liability Company					35
	Platinum Equity Advisors, LLC					35
	The Sellers					35
	Forge US Top, LLC					35
	1561570 B.C. Ltd.					36
	THE SPECIAL MEETING					37
	Date, Time and Place of the Special Meeting					37
	Purpose of the Special Meeting					37
	Recommendation of the Board					37
	Record Date and Quorum					37
	Vote Required for Approval					38
	Effect of Abstentions; Broker Non-Votes					38
	Voting by CompoSecure’s Directors and Executive Officers					38
	How to Vote					39
	Revocation of Proxies					39
	Adjournments and Postponements					39
	Solicitation of Proxies					40
	Tabulation of Votes					40
	Questions and Additional Information					40
	STOCK ISSUANCE PROPOSAL					41

	Annex A					A-1
	Annex B					B-1
	Annex C					C-1
	Annex D					D-1
	Annex E					E-1
	Annex F					F-1
	Annex G					G-1
	Annex H					H-1
	Annex I					I-1

	Report of Independent Registered Public Accounting Firm					F-20
	Consolidated Balance Sheets					F-23
	Consolidated Statements of Operations					F-24
	Consolidated Statements of Comprehensive Loss					F-25
	Consolidated Statements of Stockholders’ Equity					F-26
	Consolidated Statements of Cash Flows					F-27
	Notes to Consolidated Financial Statements					F-28
	1. NATURE OF OPERATIONS					F-28
	2. BASIS OF PRESENTATION					F-28
	3. SIGNIFICANT ACCOUNTING POLICIES					F-28
	4. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH					F-38
	5. ACCOUNTS RECEIVABLE, NET					F-38
	6. INVENTORIES					F-39
	7. INCOME TAXES					F-40
	8. FAIR VALUE MEASUREMENTS					F-43
	9. ENTERPRISE RISK MANAGEMENT					F-44
	10. PROPERTY, PLANT AND EQUIPMENT					F-47
	11. OTHER LONG-TERM ASSETS AND LIABILITIES					F-48
	12. GOODWILL AND INTANGIBLE ASSETS					F-50
	13. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES					F-52
	14. LONG-TERM DEBT AND OTHER BORROWINGS					F-53
	15. EMPLOYEE FUTURE BENEFITS					F-58
	16. COMMON SHARE CAPITAL					F-64
	17. STOCK-BASED COMPENSATION					F-64
	18. REVENUE AND SEGMENT DISCLOSURES					F-66
	19. COST OF GOODS SOLD					F-67
	20. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES					F-68
	21. INTEREST EXPENSES, NET					F-68
	22. COMMITMENTS, GUARANTEES, CONTINGENCIES AND INDEMNIFICATIONS					F-68
	23. LOSS PER SHARE					F-69
	24. RELATED PARTY TRANSACTIONS					F-69
	25. SUBSEQUENT EVENTS					F-70
	Schedule I – Condensed Parent Company Financial Statements Information					F-71
	Condensed Parent Company Balance Sheets					F-72
	Condensed Parent Company Statements of Comprehensive Loss					F-73
	Condensed Parent Company Statements of Cash Flows					F-74
	Notes to the Condensed Parent Company Financial Statements					F-75
	1. NATURE OF OPERATIONS					F-75
	2. BASIS OF PRESENTATION					F-75