RHLD · Resolute Holdings Management, Inc.

Resolute Holdings Management, Inc. has amended its prior 8-K filing to include unaudited pro forma consolidated financial statements that incorporate the consolidation of Husky Holdings LLC as a variable interest entity (VIE) following execution of the Husky Management Agreement on January 12, 2026, coinciding with GPGI's business combination with Husky Technologies Limited. Despite holding no equity in Husky Holdings, Resolute Holdings qualifies as the primary beneficiary under ASC 810 due to its power over operations via the management agreement, which entitles it to a 2.5% fee on Husky's trailing 12-month Adjusted EBITDA. This consolidation significantly expands Resolute's reported scale, with pro forma total assets reaching $5.98 billion as of December 31, 2025, driven by Husky's $1.92 billion goodwill and $818.5 million intangibles, offset by noncontrolling interest of $2.78 billion. The pro forma income statement for the year ended December 31, 2025 shows combined net sales of $2.03 billion but a consolidated loss before preferred return of $39.7 million, reflecting integration of Husky's $1.57 billion revenue alongside higher interest expense from refinanced debt. Key financing includes repayment of Husky Senior Secured Notes and $2.1 billion Assumed Husky Debt, replaced by GPGI Holdings' $1.2 billion Term Loan B (2033 maturity), $400 million revolver (2031), and $900 million 5.625% notes (2033). Investors should note these pro formas illustrate Transactions as if occurring January 1, 2025, are for informational purposes, and subject to management assumptions; Resolute receives only management fees from both Husky and GPGI Holdings, highlighting its asset-light model focused on oversight and strategy.