RHLD

#2428
Resolute Holdings Management Common Stock
131.6 4 USD
+0.01%
Market Price
Settore: Finanziario
Base: USD
Valuta di Profitto: USD
Intervallo Giornaliero
131.64
133.89
Intervallo Annuale
96.78
200.30
Variazione giornaliera
+0.83%
Variazione Mensile
+7.27%
Variazione di 6 mesi
-23.59%
Variazione Annuale
-29.54%
Chiusura Precedente
130.5 6
Open
132.1 1
Minimo
131.6 4
Massimo
133.8 9
Volume
40
Apri il grafico completo

Financials

Panoramica Estratto Conto Statistiche Documents

2026

Current report, Q3 FY2026
Resolute Holdings Management, Inc. current report, Q3 FY2026
8-K
Quarterly report, Q2 FY2026
Resolute Holdings Management, Inc. quarterly report, Q2 FY2026
10-Q
Current report, Q2 FY2026
Resolute Holdings Management, Inc. current report, Q2 FY2026
8-K
Current report, Q2 FY2026
Resolute Holdings Management, Inc. current report, Q2 FY2026
8-K
Quarterly report, Q1 FY2026
Resolute Holdings Management, Inc. quarterly report, Q1 FY2026
10-Q
Current report, Q1 FY2026
Resolute Holdings Management, Inc. current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Resolute Holdings Management, Inc. current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Resolute Holdings Management, Inc. current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Resolute Holdings Management, Inc. current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Resolute Holdings Management, Inc. current report, Q1 FY2026
8-K

Resolute Holdings Management, Inc. current report, Q1 FY2025

Full document

Business Context and Reporting Period

Company: Resolute Holdings Management, Inc. (RHLD)
Filing Type: Form 8-K (Current Report)
Date of Report: February 28, 2025
Event: Completion of a tax-free spin-off from CompoSecure, Inc. ("CompoSecure"). On the Distribution Date (February 28, 2025), CompoSecure distributed all shares of Resolute Holdings common stock to holders of CompoSecure Class A common stock on a pro rata basis (1 share of Resolute Holdings for every 12 shares of CompoSecure held on the Record Date of February 20, 2025).

Key Financial Metrics and Agreements

This filing details the structural separation and ongoing financial relationships rather than historical operating results. Key financial terms include:

  • Management Fee: Resolute Holdings will receive a quarterly fee equal to 2.5% of CompoSecure Holdings' last 12 months' Adjusted EBITDA. No fee is payable if Adjusted EBITDA is zero or negative.
  • Expense Reimbursement: CompoSecure Holdings is responsible for reimbursing Resolute Holdings for documented costs and expenses incurred on its behalf, excluding personnel costs covered under the Management Agreement.
  • Termination Fee: Defined as the greatest of: (1) the fair market value of aggregate fees if the agreement remained in perpetuity; (2) the net present value of such fees; or (3) four times the aggregate fees payable during the 24-month period prior to termination.
  • Director Compensation: Non-employee directors receive an initial equity award valued at $50,000 and an annual equity award valued at $100,000, vesting over four years.
  • Executive Compensation (Kurt Schoen): Annual salary of $500,000 with a target cash bonus of 100% of base salary. Includes a prior sign-on restricted stock unit award valued at $5.5 million.

Note: The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for Resolute Holdings as a standalone entity at this time.

Material Changes and Corporate Actions

  • Separation: Resolute Holdings is now an independent public company following the distribution of shares from CompoSecure.
  • Asset and Liability Transfer: CompoSecure transferred specific assets and employees to Resolute Holdings in exchange for the assumption of associated liabilities. Assets were transferred on an "as is," "where is" basis.
  • Board Composition: A new Board of Directors was established with 11 members divided into three classes (Class I, II, and III) with staggered terms expiring in 2025, 2026, and 2027, respectively.
  • Employment Transfers: Key executives, including David Cote, Thomas Knott, and Kurt Schoen, had their employment transferred to Resolute Holdings via amended offer letters.

Outlook, Risks, and Contingencies

  • Management Agreement Term: The agreement has an initial term of 10 years with automatic renewals for successive 10-year terms unless terminated.
  • Termination Rights:
    • Resolute Holdings: May terminate with 180 days' notice for any reason, or 60 days' notice for material default or termination of the Letter Agreement.
    • CompoSecure Holdings: May terminate with 180 days' notice (plus Termination Fee) if the fee is deemed unfair, or with 30 days' notice (no fee) upon a "Kick-Out Event" (e.g., felony, fraud, bad faith, or bankruptcy by Resolute Holdings).
  • Non-Compete: If the Management Agreement is terminated by CompoSecure without a Kick-Out Event, CompoSecure is prohibited from hiring Resolute Holdings employees for two years.
  • Tax Matters: A Tax Sharing Agreement governs the allocation of liabilities and benefits for combined state and local tax returns. Parties agreed to indemnify each other for tax liabilities arising from their respective businesses.
  • Registration Rights: Resolute Compo Holdings LLC has registration rights for its shares of Resolute Holdings common stock.

Investor Verification Checklist

  • Verify the exact number of shares distributed and the resulting market capitalization of Resolute Holdings post-spin-off.
  • Review the full text of the Management Agreement (Exhibit 10.1) to understand the specific definition of "Adjusted EBITDA" used for fee calculations.
  • Confirm the specific assets and liabilities transferred to Resolute Holdings as detailed in the Separation and Distribution Agreement (Exhibit 2.1).
  • Examine the Information Statement (Exhibit 99.1) referenced in the filing for detailed background on the new Board of Directors and executive compensation plans.
  • Assess the potential impact of the 2.5% management fee on CompoSecure's future profitability and the stability of Resolute Holdings' revenue stream.