Compass Diversified Holdings Files 8-K

TL;DR

Compass Diversified Holdings filed an 8-K on 11/24/25 for material agreements & other events.

AI Summary

On November 24, 2025, Compass Group Diversified Holdings LLC filed an 8-K, reporting an entry into a material definitive agreement and other events. The filing also includes financial statements and exhibits. Compass Diversified Holdings LLC, formerly Compass Diversified Trust, is incorporated in Delaware with its principal business address at 301 Riverside Avenue, Westport, CT.

Why It Matters

This 8-K filing indicates significant corporate activity and the disclosure of material agreements, which could impact investors' understanding of the company's current operational and financial status.

Risk Assessment

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

Key Players & Entities

• Compass Group Diversified Holdings LLC (company) — Filer
• Compass Diversified Holdings (company) — Filer (formerly)
• Compass Diversified Trust (company) — Former Company Name
• 20251124 (date) — Filing Date
• 301 Riverside Avenue, Westport, CT (location) — Business Address

FAQ

Key Financial Figures

• $1 million — rance Budget for such week by more than $1 million in the aggregate. The Fifth Forbearanc
• $10,000,000 — orrowing availability, is not less than $10,000,000; provided, however, that the forgoing i
• $60 million — etters of credit obligations) to exceed $60 million. In addition, the modification of cert

Filing Documents

• codi-20251124.htm (8-K) — 68KB
• exhibit101-forbearanceandf.htm (EX-10.1) — 1586KB
• exhibit102-fifthforbearanc.htm (EX-10.2) — 120KB
• 0001345126-25-000073.txt ( ) — 2237KB
• codi-20251124.xsd (EX-101.SCH) — 5KB
• codi-20251124_def.xml (EX-101.DEF) — 18KB
• codi-20251124_lab.xml (EX-101.LAB) — 36KB
• codi-20251124_pre.xml (EX-101.PRE) — 19KB
• codi-20251124_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 (the " Consenting Lenders "), pursuant to which the lenders under the Credit Agreement agreed to refrain from exercising the rights and remedies available to them

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 Fourth 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 investigation of the Audit Committee of the Company's Board of Directors, the willingness of the Company's lenders to provide future relief and/or waivers, the future of Lugano (including its potential bankruptcy) and the lenders' support thereof, 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, and the items subject to investigation and restatement review, and the impacts of any material weaknesses identified and CODI's remediation efforts and e

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Fourth Forbearance Agreement and Fourth Amendment to Credit Agreement, dated November 7, 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 Forbearance Agreement, dated November 24, 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: November 24, 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: November 24, 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