Compass Diversified Holdings Files 8-K

TL;DR

CODI filed an 8-K on 8/29, likely a material agreement. Watch for details.

AI Summary

Compass Diversified Holdings (CODI) announced on August 29, 2025, the entry into a material definitive agreement. The filing also includes other events and financial statements and exhibits. The company is incorporated in Delaware and headquartered in Westport, CT.

Why It Matters

This 8-K filing indicates a significant event for Compass Diversified Holdings, potentially involving a new agreement that could impact its financial standing and business operations.

Risk Assessment

Risk Level: medium — 8-K filings often signal significant corporate events, which can introduce uncertainty and potential risk until more details are disclosed.

Key Numbers

• 20250829 — Report Date (Date of the 8-K filing)

Key Players & Entities

• Compass Diversified Holdings (company) — Filer
• CODI (company) — Ticker Symbol
• 20250829 (date) — Report Date
• Westport, CT (location) — Company Headquarters
• 0001345126 (company) — Central Index Key

FAQ

Filing Documents

• codi-20250829.htm (8-K) — 63KB
• exhibit101-seniornotesforb.htm (EX-10.1) — 192KB
• 0001345126-25-000050.txt ( ) — 475KB
• codi-20250829.xsd (EX-101.SCH) — 5KB
• codi-20250829_def.xml (EX-101.DEF) — 18KB
• codi-20250829_lab.xml (EX-101.LAB) — 36KB
• codi-20250829_pre.xml (EX-101.PRE) — 19KB
• codi-20250829_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the " SEC ") on May 7, 2025 (the " Initial Form 8-K "), Compass Group Diversified Holdings LLC (the " Company ") and Compass Diversified Holdings (the " Trust " and, together with the Company, " CODI ") indicated its intent to delay the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the " Form 10-Q ") and disclosed non-reliance on its 2024 financial statements as a result of concerns about financing, accounting, and inventory practices at one of its subsidiaries, Lugano Holding, Inc. (" Lugano "), and irregularities identified in sales, cost of sales, inventory, and accounts receivable recorded by Lugano. In a Current Report on Form 8-K filed with the SEC on June 25, 2025, the Company further disclosed non-reliance on its 2022 and 2023 financial statements as a result of the matters disclosed in the Initial Form 8-K (the " June Form 8-K "). In connection with the events described in the Initial Form 8-K and the June Form 8-K, the Company has been in regular communication with holders of the Company's notes under that certain Indenture dated March 23, 2021 by and among the Company and U.S. Bank Trust Company, National Association (the " Trustee ") (as amended, restated, supplemented or otherwise modified from time to time, the " 2029 Notes Indenture ") relating to the Company's 5.250% senior notes due 2029 (the " 2029 Notes ") and that certain Indenture dated November 17, 2021 by and among the Company and the Trustee (as amended, restated, supplemented or otherwise modified from time to time, the " 2032 Notes Indenture " and together with the 2029 Notes Indenture, the " Indentures ") relating to the Company's 5.000% senior notes due 2032 (the " 2032 Notes " and together with the 2029 Notes, the " Notes "), concerning the existence of the potential for default under the ter

01 Other Events

Item 8.01 Other Events The Company expects that the Forbearance Agreement will allow CODI adequate time to complete the restatement of its financial statements, as disclosed in the Initial Form 8-K and the June Form 8-K. However, CODI cannot make any assurances regarding the timing of the restatements, the potential need to restate additional periods, or whether the Company will be successful in receiving future forbearance, waivers, or other relief if the restatements are unable to be completed during the Forbearance Period. If CODI is not successful in these efforts, it would likely have a material adverse effect on CODI's business, financial condition, and results of operations. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation expectations as to the timing and outcome of the Audit Committee's investigation, the willingness of the Company's lenders to provide future relief and/or waivers, the timing of filing periodic reports and restatements, the amount of any potential misstatements associated with Lugano and the impact any such misstatements may have on CODI's previously issued financial statements or results of operations, CODI's beliefs and expectations relating to the anticipated financial and other impacts of internal control failures, if any, and the items subject to investigation and restatement review, and the impacts of any material weaknesses identified and CODI's remediation efforts and efforts to prepare financial statements. Such forward looking statements may be identified by, among other things, the use of forward-looking terminology such as "believe," "expect," "may," "could," "would," "plan," "intend," "estimate," "predict," "potential," "continue," "should" or "anticipate" or the negative ther

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Forbearance Agreement, dated August 29, 2025, by and among Compass Group Diversified Holdings LLC, the Forbearing Noteholders thereto, and U.S. Bank National Association, in its capacity as Trustee under the Indenture dated March 23, 2021 and Indenture dated November 17, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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: September 2, 2025 COMPASS DIVERSIFIED HOLDINGS By: /s/ Stephen Keller Stephen Keller Regular Trustee

SIGNATURES

SIGNATURES 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: September 2, 2025 COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Stephen Keller Stephen Keller Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR