CompoSecure Inc-A美股招股说明书(2026-01-14版)

161,034,417 Shares of ClassA Common Stock This prospectus supplement relates to the resale by the selling stockholders identified in this prospectussupplement (the “selling stockholders”) of up to 161,034,417 shares of ClassA common stock, par value $0.0001per share (“ClassA Common Stock”), of CompoSecure, Inc. (“CompoSecure” or the “Company”). We will notreceive any proceeds from the sale of the shares offered by this prospectus supplement. The selling stockholders may sell the shares on any national securities exchange or quotation service onwhich the shares may be listed or quoted at the time of sale, on the over-the-counter market, in one or moretransactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using acombination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varyingprices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” for more informationabout how the selling stockholders may sell or otherwise dispose of their shares hereunder. The selling stockholders may sell any, all or none of the shares offered by this prospectus supplement andwe do not know when or in what amounts the selling stockholders may sell their shares hereunder. Our ClassA Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol“CMPO.” On January13, 2026, the last reported sale price of our ClassA Common Stock on the NYSE was$21.43 per share. See “Risk Factors” beginning on page S-3of this prospectus supplement and in the documentsincorporated by reference in this prospectus supplement to read about factors you should consider beforebuying our shares. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiMarket and Industry InformationS-iiiBasis of PresentationS-iiiWhere You Can Find More InformationS-iiiIncorporation by ReferenceS-ivForward-Looking StatementsS-vSummaryS-1Risk FactorsS-3Use of ProceedsS-12Selling StockholdersS-13Plan of DistributionS-19Legal MattersS-21ExpertsS-21 Prospectus About This Prospectus1Where You Can Find More Information2Basis of Presentation2Incorporation by Reference3Forward-Looking Statements4The Company6Risk Factors7Use of Proceeds8Description of Capital Stock9Description of Debt Securities12Description of Depositary Shares21Description of Warrants24Description of Rights26Description of Purchase Contracts27Description of Units28Selling Securityholders29Plan of Distribution30Legal Matters33Experts33 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also supplements and updates information contained in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Thesecond part is the accompanying prospectus, which provides more general information, some of which may notapply to this offering. If the information contained in this prospectus supplement differs or varies from theinformation contained in the accompanying prospectus, you should rely on the information set forth in thisprospectus supplement. We and the selling stockholders have not authorized anyone to provide you with information or to make anyrepresentation other than the information and representations contained or incorporated by reference in thisprospectus supplement and the accompanying prospectus and the documents incorporated by reference herein andtherein, along with the information contained in any permitted free writing prospectuses we have authorized for usein connection with this offering. We and the selling stockholders take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. The selling stockholders are offering to sell, and seeking offers to buy, our shares only in jurisdictions whereoffers and sales are permitted. For investors outside the United States, we and the selling stockholders have not doneanything that would permit this offering or possession or distribution of this prospectus supplement, theaccompanying prospectus and in any free writing prospectus that we have authorized for use in connection with thisoffering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outsidethe United States who come into possession of this prospectus supplement, the accompanying prospectus and anyfree writing prospectus that we have authorized for use in connection with this offering must inform themselvesabout, and observe any restrictions relating to, the offering of our shares and the distribution of this prospectussupplement, the accompanying prospectus and any free writing prospectus that we have authorized for use inconnection with this offering outside the United States. The information contained