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BlackRock, Inc. reported a passive ownership stake in Compass Diversified Holdings common stock. BlackRock beneficially owns 3,976,000 shares, representing 5.3% of the outstanding common shares. It has sole voting power over 3,894,217 shares and sole dispositive power over all 3,976,000 shares, with no shared voting or dispositive power. Various underlying clients and accounts have rights to dividends or sale proceeds, but no single underlying holder has more than five percent of Compass Diversified’s total outstanding common shares.
Compass Diversified Holdings and Compass Group Diversified Holdings LLC have changed their independent auditor. The audit committee appointed Deloitte & Touche LLP to review interim financial information beginning with the quarter ended June 30, 2026 and to audit the fiscal year ending December 31, 2026.
The audit committee also dismissed Grant Thornton LLP effective July 16, 2026. Grant Thornton’s prior reports on the 2025 and 2024 financial statements contained no adverse or disclaimed opinions but, for 2024, included explanatory paragraphs about substantial doubt regarding CODI’s ability to continue as a going concern and about restated financial statements for 2024, 2023 and 2022. Grant Thornton issued adverse opinions on internal control over financial reporting as of December 31, 2025 and 2024 due to previously disclosed material weaknesses. CODI reports no disagreements or additional reportable events with Grant Thornton beyond those material weaknesses and has authorized Grant Thornton to fully respond to Deloitte’s inquiries.
ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden report beneficial ownership of 14,500,000 Shares of Compass Diversified Holdings, representing 19.3 % of the class. This includes 10,750,000 Shares that may be acquired within 60 days through call options, based on 75,235,966 Shares outstanding as of May 1, 2026.
The investors describe a July 16, 2026 open letter to the board calling for an immediate strategic review process and orderly liquidation. The letter presents ADW Capital’s analysis that Compass Diversified could realize value in excess of $50 to $60 per share through sequenced asset sales and share repurchases.
Compass Diversified entered into a Ninth Amended and Restated Management Services Agreement with its external manager, Compass Group Management LLC, revising fees and incentives effective January 1, 2027. The new structure lowers the base management fee from 2.00% to 1.25% of the first $3.0 billion of Adjusted Net Assets, 1.125% between $3.0 billion and $5.0 billion, and 1.0% above $5.0 billion, with 2027 base fees capped at $30.0 million.
The prior incentive fee is replaced by a Share Alignment Award and a Performance-Based Award, each targeted at 0.125% of average Adjusted Net Assets. For 2027, both are cash-settled; the Performance-Based Award is 70% tied to total shareholder return versus the S&P SmallCap 600 Index and 30% to adjusted EBITDA goals, with a dividend-adjusted share-price hurdle of $17.25 and no payout if total shareholder return is negative. Based on current estimates, total 2027 management fees are expected to be $19 million to $22 million lower than under the prior formula. The agreement adds share ownership guidelines, clawback provisions and greater board oversight, and CODI reaffirmed its full-year 2026 outlook.
Compass Diversified Holdings insider Zachary T. Sawtelle filed an initial Form 3 reporting his ownership in the company’s Common Shares. The filing shows indirect holdings of 331,826 Common Shares held by Compass Group Management LLC and 1,628 Common Shares held by his spouse, plus 31,588 Common Shares held directly.
A footnote explains that shares held by Compass Group Management LLC are attributed to that entity, where Sawtelle is a control person, and that he disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.
Compass Diversified announced a planned CEO transition while reaffirming its full-year 2026 outlook. Co-founder and Chief Executive Officer Elias J. Sabo will retire as CEO, director and regular trustee effective December 31, 2026.
Zach Sawtelle has been appointed Chief Operating Officer, became an executive officer on June 10, 2026, and will succeed Mr. Sabo as CEO, principal executive officer, regular trustee and Sostratus’ designated Board appointee on January 1, 2027. His services will be provided by external manager Compass Group Management at its cost, with no compensation reimbursement from CODI.
The company highlighted Mr. Sawtelle’s long tenure with Compass Group Management, his leadership roles across multiple CODI subsidiaries and his involvement in strategic transactions. CODI reaffirmed its previously announced 2026 outlook and stated it remains focused on deleveraging, subsidiary performance, and narrowing the gap between its share price and intrinsic value. The ongoing review of the Management Services Agreement is intended to better align incentives and is expected to be completed in the coming weeks.
Compass Diversified Holdings had a Form 4 filed by entities associated with ADW Capital Partners, L.P., which is the record and direct beneficial owner of the reported securities. All positions are held indirectly through ADW Capital structures, and each reporting person disclaims beneficial ownership except to the extent of their pecuniary interest.
The filing shows a neutral options strategy on Common Shares. On May 29, 2026, the group sold 10,000 "Call Option (Obligation to Sell)" contracts at $0.74 per option, with a strike price of $20.00 and expiration on January 15, 2027, referencing 1,000,000 Common Shares. On the same date, they bought 10,000 "Call Option (Right to Buy)" contracts at $3.66 per option, with a strike price of $10.00 and the same expiration, also referencing 1,000,000 Common Shares.
After these trades, the entities report indirect ownership of 3,750,000 Common Shares and 40,000 contracts for each of the call option positions. The options are described as freely exercisable, and all activity occurred through indirect ownership interests rather than personal holdings of Adam D. Wyden.
ADW Capital Partners and affiliates updated their ownership in Compass Diversified Holdings, reporting beneficial ownership of 14,500,000 shares, or 19.3% of the outstanding class. This total includes 10,750,000 shares that may be acquired within 60 days through call options.
On May 29, 2026, ADW Capital Partners, L.P. spent approximately $3,660,000 to buy call options referencing 1,000,000 shares with a $10.00 exercise price, expiring on January 15, 2027. The same day, it sold call options on 1,000,000 shares with a $20.00 exercise price, also expiring on January 15, 2027, for proceeds of about $722,245.