Compass Group Diversified Holdings LLC Files 8-K

TL;DR

Compass Group Diversified Holdings LLC filed an 8-K on 10/10/25, signaling a material event.

AI Summary

On October 10, 2025, Compass Group Diversified Holdings LLC filed an 8-K, reporting the entry into a material definitive agreement and other events. The filing also includes financial statements and exhibits. Compass Group Diversified Holdings LLC is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate activity for Compass Group Diversified Holdings LLC, potentially impacting investors and stakeholders.

Risk Assessment

Risk Level: low — This filing is a standard 8-K reporting a material definitive agreement and other events, without immediate indication of significant financial distress or major strategic shifts.

Key Players & Entities

• Compass Group Diversified Holdings LLC (company) — Filer of the 8-K
• Compass Diversified Holdings (company) — Related entity, previously known as Compass Diversified Trust
• 20251010 (date) — Filing date and period of report

FAQ

Key Financial Figures

• $1 million — rance Budget for such week by more than $1 million in the aggregate. The Third Forbearanc
• $10,000,000 — orrowing availability, is not less than $10,000,000; provided, however, that the forgoing i
• $60 m — etters of credit obligations) to exceed $60 million, without the additional capacity

Filing Documents

• codi-20251010.htm (8-K) — 64KB
• exhibit101-forbearanceandc.htm (EX-10.1) — 108KB
• 0001345126-25-000057.txt ( ) — 379KB
• codi-20251010.xsd (EX-101.SCH) — 5KB
• codi-20251010_def.xml (EX-101.DEF) — 18KB
• codi-20251010_lab.xml (EX-101.LAB) — 36KB
• codi-20251010_pre.xml (EX-101.PRE) — 19KB
• codi-20251010_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 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. Concurrently, the Company also provided notice to 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 "), advising of the existence of potential defaults or events of default under the Credit Agreement in respect of the matters disclosed in the Initial Form 8-K (the " Lugano Events of Default "). In connection with the events described in the Initial Form 8-K, and as previously disclosed on a Current Report on Form 8-K filed with the SEC on May 27, 2025 (the " First Forbearance Form 8-K "), the Company entered into a Forbearance Agreement and Second Amendment to Credit Agreement with the Administrative Agent and the lenders party thereto representing at least 50% of the total credit exposure of all lenders under the Credit Agreement, pursuant to which the lenders under the Credit Agreement agreed to refrain from exercising the rights and remedies available to them with respect to the Lugano E

01 Other Events

Item 8.01 Other Events The Company is continuing discussions with the Administrative Agent and the lenders regarding a waiver of, or other relief from, the Lugano Events of Default. The Company expects that the Third Forbearance Agreement will allow these discussions to continue while CODI works to complete the restatement of its financial statements, as disclosed in the Initial Form 8-K, the Form 8-K filed by CODI on June 25, 2025 and CODI's other filings with the SEC. However, CODI cannot make any assurances regarding the timing of the restatement, the potential need to restate additional periods, or whether the Company will be successful in receiving the requested waivers or other relief or future forbearance. 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 for

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Third Forbearance Agreement, dated October 10, 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 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: October 10, 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: October 10, 2025 COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Stephen Keller Stephen Keller Chief Financial Officer

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View this 8-K filing on SEC EDGAR