Material Agreement (Form 8-K)

General

On January 14, 2026, CompoSecure, Inc. (the "Company") announced the completion of a series of transactions in which the Company refinanced approximately $2.1 billion aggregate principal amount of indebtedness held by the Company and its subsidiaries following the completion of the Company's combination with Husky Technologies Limited ("Husky"), which was completed on January 13, 2026. The proceeds from the refinancing transactions, which consisted of the private placement of $900.0 million aggregate principal amount of senior secured notes due 2033, a new $1.2 billion term loan facility maturing in 2033, and $400.0 million in revolving commitments maturing in 2031, were used together with certain borrowings under the Senior Credit Facilities (as defined below), to refinance Husky's existing indebtedness, including indebtedness under the Existing Credit Agreement (as defined below), and to pay related fees, costs, premiums and expenses in connection with these transactions.

Notes

On January 14, 2026, the Company announced the completion of a private placement by its direct, wholly owned subsidiary CompoSecure Holdings, L.L.C. (in such capacity, "the Issuer") of $900.0 million aggregate principal amount of 5.625% Senior Secured Notes due 2033 (the "2033 Notes"). The 2033 Notes were issued pursuant to an indenture (the "Indenture"), dated as of January 14, 2026 (the "Closing Date"), among the Issuer, the Company, the subsidiary guarantors party thereto from time to time (together with the Company, the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee") and as notes collateral agent (the "Notes Collateral Agent").

The 2033 Notes bear interest at a fixed rate of 5.625% per annum, accruing from January 14, 2026. Interest is payable semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2026. The 2033 Notes will mature on February 1, 2033. The 2033 Notes are senior secured obligations of the Issuer. The 2033 Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors. The guarantees are senior secured obligations of the Guarantors.

Redemption

The Issuer may redeem some or all of the 2033 Notes at its option prior to February 1, 2029 at a redemption price equal to 100% of the principal amount of the 2033 Notes redeemed, plus a customary "make-whole" premium described in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

At any time prior to February 1, 2029, the Issuer may also redeem up to 40% of the aggregate principal amount of the 2033 Notes with funds in an aggregate amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 105.625% of the principal amount of the 2033 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Issuer may redeem the 2033 Notes at its option, in whole at any time or in part from time to time, at the following redemption prices: from February 1, 2029 to January 31, 2030, at a redemption price equal to 102.813% of the principal amount, plus accrued and unpaid interest, if any, to but excluding the redemption date; from February 1, 2030 to January 31, 2031, at a redemption price equal to 101.406% of the principal amount, plus accrued and unpaid interest, if any, to but excluding the redemption date; and from February 1, 2031 and thereafter, at a redemption price equal to 100.000% of the principal amount, plus accrued and unpaid interest, if any, to but excluding the redemption date.