Resolute Holdings Management announces financial results

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2026, Resolute Holdings Management, Inc. (the "Company") issued a press release announcing its financial results for the three and nine months ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.¹

The information in Item 2.02 of this Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.²

Item 8.01 Other Events

On November 5, 2026, the Company's board of directors authorized an increase to the share repurchase program to $100.0 million.⁵ The authorization has no expiration date.^{6 6}Repurchases may be made⁶ on the open market, in privately negotiated transactions, in tender offers, or by other methods at our discretion. The timing and amount of share repurchases may be based on market conditions, the availability of alternative opportunities, available liquidity, and other factors we deem appropriate from time to time. The repurchase program does not obligate us to repurchase any dollar amount or number of shares and may be modified, suspended or discontinued at any time.⁶

The information in Item 2.02 of this Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

99.1

Press release, dated November 5, 2026, issued by Resolute Holdings Management, Inc.

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: November 5, 2026

RESOLUTE HOLDINGS MANAGEMENT, INC.

By:

/s/ Kurt Schoen

Name:

Kurt Schoen

Title:

Chief Financial Officer

News Release

Resolute Holdings Reports Third Quarter 2026 Results

NEW YORK, NY, November 5, 2026 (GLOBE NEWSWIRE) – Resolute Holdings Management, Inc. ("Resolute Holdings") (NYSE: RHLD), an operating management company responsible for providing management services to the operating businesses of GPGI, Inc. ("GPGI") (NYSE: GPGI), today reported financial results for its fiscal third quarter ended September 30, 2026. Resolute Holdings reported third quarter earnings per share attributable to common stockholders of $(0.74) compared to ($0.03) in the prior year³ and Non-GAAP Fee-Related Earnings per share of $0.69 compared to $0.13 in the prior year⁴. The increase in Non-GAAP profitability was driven by the higher fee stream as a result of the execution of the management agreement with Husky Holdings LLC ("Husky Holdings") in January 2026, along with organic growth in fees from the CompoSecure management agreement.

As a result of the spin-off from GPGI and execution of the management agreement with GPGI Holdings, L.L.C. ("GPGI Holdings"), current GAAP interpretation requires Resolute Holdings to consolidate the financial results of GPGI Holdings (and its subsidiaries, including Husky Holdings). This presentation of financial results does not represent the underlying economics or the positive attributes of Resolute Holdings' standalone business model, which consist of recurring, long-duration management fees and a relatively fixed expense base. The results of the Resolute Holdings standalone business and associated Non-GAAP Fee-Related Earnings calculation are included below to provide a clear picture of the economic performance of the business directly attributable to shareholders of RHLD.

Resolute Holdings Segment Financial Information (GAAP); Fee-Related Earnings and Fee-Related Earnings Per Share (Non-GAAP) ($ in millions except per share figures)

Three months

Three months ended ended

Management fees

$

13.8

$

3.7

Operating expenses

4.2

4.0

Income from operations

9.6

(0.3)

Total other income (expense)

(1.4)

0.2

Income (loss) before income taxes

8.2

(0.1)

Income tax (expense)

(14.0)

(0.1)

Net income (loss)

(5.8)

(0.2)

Net income (loss) attributable to non-controlling interest

—

—

Net income (loss) attributable to common stockholders

(5.8)

(0.2)

Net income (loss) per share attributable to common stockholders - diluted

$

(0.74)

$

(0.03)

Adjustments to reconcile Fee-Related Earnings to net income (loss) attributable to common stockholders:

Add: Equity-based compensation expensed at Resolute Holdings under GPGI Equity Plan (1)

$

—

$

1.3

Less: Tax impact from consolidation of GPGI Holdings (2)

11.3

—

Net tax impact of pre-tax adjustments (3)

—

—

Fee-Related Earnings

$

5.5

$

1.1

Fee-Related Earnings per share - diluted

$

0.69

$

0.13

(1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI, Inc Equity Incentive Plan, as amended (the " GPGI Equity Plan " ). Equity granted under the GPGI Equity Plan relates to GPGI Class A Common Stock and has no impact on Resolute Holdings ' common stock outstanding.

(2) The tax impact of treating Resolute Holdings and GPGI Holdings, including Husky Holdings, as a consolidated entity under ASC 740, to arrive at the Resolute Holdings income tax expense if presented on a non-consolidated basis.

(3) Tax-effect of pre-tax adjustments at a 32.5% estimated effective rate for 2026 and 31% rate for 2025. Only applied to those adjustments that would impact Resolute Holdings ' taxes. Equity-based compensation expense under the GPGI Equity Plan is expensed for tax purposes at GPGI and not Resolute Holdings .

1

Exhibit – Structural Relationship & Non-GAAP Financial Summary

2

About Resolute Holdings Management, Inc.

Resolute Holdings (NYSE: RHLD) is an alternative asset management platform led by David Cote and Tom Knott that provides operating management services including the oversight of capital allocation strategy, operational practices, and M&A sourcing and execution at managed businesses under GPGI, Inc. Resolute Holdings brings a differentiated approach to long-term value creation through the systematic deployment of the Resolute Operating System, which is designed to create value at both the underlying managed businesses and at Resolute Holdings. For additional information on Resolute Holdings, please refer to Resolute Holdings' filings with the U.S. Securities and Exchange Commission or please visit www.resoluteholdings.com.

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although Resolute Holdings believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, Resolute Holdings 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. Generally, statements that are not historical facts, including statements concerning Resolute Holdings' possible or assumed future actions, business strategies, events, or results of operations, and other matters, are forward-looking statements. I