Compass Diversified Holdings Enters Material Definitive Agreement

TL;DR

CODI signed a big deal, details TBD.

AI Summary

Compass Diversified Holdings (CODI) announced on December 19, 2025, that it entered into a material definitive agreement. The filing does not disclose specific details of the agreement or any associated dollar amounts. The company is incorporated in Delaware and headquartered in Westport, CT.

Why It Matters

This filing indicates a significant new development for Compass Diversified Holdings, potentially impacting its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Players & Entities

• Compass Diversified Holdings (company) — Filer
• CODI (company) — Ticker Symbol
• 2025-12-19 (date) — Filing Date
• 0001345126-25-000089 (document_id) — Accession Number

FAQ

Key Financial Figures

• $100,000,000 — he Credit Agreement will revert back to $100,000,000, (iii) SOFR loans will bear interest at
• $15,000,000 — g its manager management fees exceeding $15,000,000 in any fiscal quarter, (ix) the Company
• $10,000,000 — d in the Credit Agreement) in excess of $10,000,000 in any fiscal quarter unless the Consol
• $5,000,000 — rs, the milestone fees in the amount of $5,000,000, $6,500,000, $8,000,000 and $9,500,000,
• $6,500,000 — stone fees in the amount of $5,000,000, $6,500,000, $8,000,000 and $9,500,000, respectivel
• $8,000,000 — n the amount of $5,000,000, $6,500,000, $8,000,000 and $9,500,000, respectively, subject t
• $9,500,000 — $5,000,000, $6,500,000, $8,000,000 and $9,500,000, respectively, subject to certain condi

Filing Documents

• codi-20251219.htm (8-K) — 54KB
• exhibit101-fifthcreditfaci.htm (EX-10.1) — 1637KB
• exhibit102-fifthamendmentt.htm (EX-10.2) — 60KB
• exhibit991-pressreleasedat.htm (EX-99.1) — 9KB
• codilogo2020a03.jpg (GRAPHIC) — 13KB
• 0001345126-25-000089.txt ( ) — 2229KB
• codi-20251219.xsd (EX-101.SCH) — 5KB
• codi-20251219_def.xml (EX-101.DEF) — 18KB
• codi-20251219_lab.xml (EX-101.LAB) — 36KB
• codi-20251219_pre.xml (EX-101.PRE) — 19KB
• codi-20251219_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On December 19, 2025, Compass Group Diversified Holdings LLC (the " Company ") entered into a Fifth Amendment to Credit Agreement and Limited Waiver Agreement (the " Fifth Amendment ") and a Fifth Amendment Transaction Letter (the " Transaction Letter "), each with Bank of America, N.A. (the " Administrative Agent "), in its capacity as administrative agent for the lenders, swing line lender, and L/C issuer under that certain Third Amended and Restated Credit Agreement, dated as of July 12, 2022 (as amended, modified, extended, restated, replaced, or supplemented in writing from time to time, the " Credit Agreement "), and the lenders party to the Credit Agreement representing at least 50% of the total credit exposure of all lenders under the Credit Agreement (the " Consenting Lenders "). Pursuant to the Fifth Amendment, among other things, (i) the lenders will waive certain events of default that had occurred and were continuing prior to the Fifth Amendment, which include the events of default relating to certain financial covenants and/or Lugano Holding, Inc. (" Lugano "), the Company's subsidiary which was the subject of a recently completed investigation, (ii) the aggregate revolving commitments under the Credit Agreement will revert back to $100,000,000, (iii) SOFR loans will bear interest at a rate per annum equal to the term SOFR, plus a margin ranging from 1.50% to 3.25% based on the Consolidated Total Leverage Ratio (as defined in the Credit Agreement), and base rate loans will bear interest at a rate per annum equal to the base rate, plus a margin ranging from 0.50% to 2.25% based on the Consolidated Total Leverage Ratio, (iv) the Company is required to repay 100% of the net cash proceeds received in respect of any Disposition (as defined in the Credit Agreement) or Deleveraging Transaction (as defined in the Transaction Letter), (v) the Company is required to deliver to the Administrative Agent a roll

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 19, 2025, CODI issued a press release announcing entry into the Fifth Amendment. A copy of the press release is attached as Exhibit 99.1 hereto. The foregoing description of the press release is qualified in its entirety by reference to the complete text of the press release furnished as Exhibit 99.1 hereto, which is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as shall be expressly set forth in such filing. Section 9 Financial Statements and Exhibits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Fifth Amendment to Credit Agreement and Limited Waiver Agreement, dated December 19, 2025, by and among Compass Group Diversified Holdings LLC, the Lenders party thereto, and Bank of America, N.A., in its capacity as Administrative Agent for the Lenders, Swing Line Lender and L/C Issuer 10.2 Fifth Amendment Transaction Letter, dated December 19, 2025, by and among Compass Group Diversified Holdings LLC, the Lenders party thereto, and Bank of America, N.A., in its capacity as Administrative Agent for the Lenders, Swing Line Lender and L/C Issuer 99.1 Press Release of CODI dated December 19, 2025 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: December 19, 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: December 19, 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