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Compass Diversified (NYSE: CODI) posts 2025 loss but higher Adjusted EBITDA

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Compass Diversified reported fourth quarter and full year 2025 results, highlighting the impact of deconsolidating Lugano and the performance of its remaining subsidiaries. On a GAAP basis, full year 2025 net revenues were $1,873.6 million, up 4.8% from 2024, while net loss from continuing operations was $296.6 million compared with $327.8 million in 2024, including a $111.9 million loss on deconsolidation of Lugano.

Excluding Lugano, full year 2025 net revenues were $1,794.5 million, up 3.9% versus 2024, and Subsidiary Adjusted EBITDA was $345.8 million, an 8.8% increase, with Branded Consumer at $219.7 million and Industrial at $126.1 million. The company completed a sale-leaseback of selected Altor facilities, generating about $11 million in proceeds used to pay down debt, and announced an amended credit facility restoring full access to $100 million of revolver capacity and providing additional covenant flexibility.

As of December 31, 2025, Compass Diversified held $68.0 million in cash and cash equivalents and had approximately $96 million in revolver availability. For 2026, it issued Subsidiary Adjusted EBITDA guidance of $345.0 million to $395.0 million, with Branded Consumer expected between $220.0 million and $260.0 million and Industrial between $125.0 million and $135.0 million, and emphasized a continued focus on profitable growth and deleveraging.

Positive

  • None.

Negative

  • None.

Insights

Core businesses grew and margins improved, but GAAP losses and Lugano-related charges still dominate headline results.

Compass Diversified shows a split picture. On a GAAP basis, 2025 net loss from continuing operations was $296.6 million, including a $111.9 million loss on Lugano deconsolidation, even as net revenues increased 4.8% to $1,873.6 million. Interest expense of $175.3 million also weighed heavily on results.

Excluding Lugano, performance looks stronger. Full year 2025 net revenues were $1,794.5 million, up 3.9%, and Subsidiary Adjusted EBITDA reached $345.8 million, up 8.8%, with the Branded Consumer group growing Adjusted EBITDA 13.8%. Q4 2025 excluding Lugano showed net revenues down only 2.2% but Subsidiary Adjusted EBITDA up 18.4%, indicating margin improvement.

Capital structure and liquidity remain central. As of December 31, 2025, the company held $68.0 million in cash and $96 million of revolver availability. Recent actions include an approximately $11 million Altor sale-leaseback used to pay down debt and an amended credit facility restoring full access to a $100 million revolver and adding covenant flexibility. 2026 Subsidiary Adjusted EBITDA guidance of $345.0–$395.0 million for the Branded Consumer and Industrial groups underscores management’s focus on profitable growth and deleveraging, while outcomes around ongoing matters referenced in the forward-looking statement section will be clarified in subsequent company filings.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2026
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
Delaware 001-34927 57-6218917
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification No.)
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
Delaware 001-34926 20-3812051
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification No.)
301 Riverside Avenue, Second Floor, Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Shares representing beneficial interests in Compass Diversified HoldingsCODINew York Stock Exchange
Series A Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR ANew York Stock Exchange
Series B Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR BNew York Stock Exchange
Series C Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR CNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Section 2     Financial Information
Item 2.02    Results of Operations and Financial Condition.
On February 26, 2026, Compass Diversified Holdings (NYSE: CODI) and Compass Group Diversified Holdings LLC (collectively “CODI”) issued a press release announcing its consolidated operating results for the three and twelve months ended December 31, 2025. A copy of the press release is furnished within this report as Exhibit 99.1.
Section 9     Financial Statements and Exhibits
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits.
Exhibit NumberDescription
99.1
Press Release, dated February 26, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)







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: February 26, 2026COMPASS DIVERSIFIED HOLDINGS
By:/s/ Stephen Keller
Stephen Keller
Regular Trustee
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: February 26, 2026COMPASS GROUP DIVERSIFIED HOLDINGS LLC
By:/s/ Stephen Keller
Stephen Keller
Chief Financial Officer



Exhibit 99.1
codilogo2025.jpg


Compass Diversified Reports Fourth Quarter and Full Year 2025 Financial Results

Westport, Conn., February 26, 2026 – Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle-market businesses, announced today its consolidated operating results for the three months and full year ended December 31, 2025.
“2025 was a challenging year as we navigated the Lugano investigation and completed the related restatement. Despite this, our operating companies, excluding Lugano, delivered solid performance in 2025, reflecting the strength of our diversified subsidiaries and our ability to perform across a range of economic conditions,” said Elias Sabo, CEO of Compass Diversified. “We remain focused on driving profitable growth while continuing to deleverage.”
Sabo continued, “Despite ongoing macro uncertainty, we are confident in our ability to generate top and bottom-line growth in 2026 for our remaining subsidiary companies. Our focus is on rebuilding investor confidence by creating consistent, long-term shareholder value through our differentiated business model, strong operating subsidiaries, and permanent capital base.”
On November 16, 2025, CODI deconsolidated Lugano Holding, Inc. ("Lugano"). GAAP results include Lugano’s operating results through that date and include a loss on deconsolidation of $111.9 million. Certain non-GAAP results excluding Lugano are also presented to help investors evaluate the performance of our remaining subsidiaries.
Each of CODI’s subsidiaries represents an operating segment. For ease of presentation, CODI has grouped its operating segments into Branded Consumer and Industrial groups for certain results described below.
Financial Summary – Including Lugano (GAAP)
Q4 2025 (GAAP – As reported)
Net revenues were $468.6 million, down 5.1% vs Q4 2024
Net loss from continuing operations was $79.4 million, compared to $70.5 million in Q4 2024
Full Year 2025 (GAAP – As reported)
Net revenues were $1,873.6 million, up 4.8% vs 2024
Branded Consumer: $1,114.1 million, up 5.2% vs 2024
Industrial: $759.5 million, up 4.1% vs 2024
Net loss from continuing operations was $296.6 million, compared to $327.8 million in 2024
Branded Consumer: net loss from continuing operations of $129.1 million compared to $309.5 million in 2024



Industrial: net income from continuing operations of $12.6 million compared to $17.3 million in 2024
Financial Summary – Excluding Lugano (non-GAAP)
Q4 2025 (excluding Lugano, non-GAAP)
Net revenues were $460.4 million, down 2.2% vs Q4 2024
Subsidiary adjusted EBITDA was $88.8 million, up 18.4% vs Q4 2024
Full Year 2025 (excluding Lugano, non-GAAP)
Net revenues were $1,794.5 million, up 3.9% vs 2024
Branded Consumer: $1,035.0 million, up 3.7% vs 2024
Industrial: $759.5 million, up 4.1% vs 2024
Subsidiary Adjusted EBITDA was $345.8 million, up 8.8% vs 2024
Branded Consumer: $219.7 million, up 13.8% vs 2024
Industrial: $126.1 million, up 1.1% vs 2024
Recent Business Updates
Completed sale-leaseback of selected Altor facilities, generating approximately $11 million in proceeds used to pay down debt
Announced Amended Credit Facility
Restoring full access to $100 million of revolver capacity
Providing additional covenant flexibility to enable compliant deleveraging
Liquidity and Capital Resources
As of December 31, 2025, CODI had approximately $68.0 million in cash and cash equivalents and approximately $96 million in revolver availability.
2026 Outlook
The Company provides the following fiscal 2026 financial guidance:
2026 Outlook
LowHigh
Subsidiary Adjusted EBITDA
Branded Consumer$220.0 $260.0 
Industrial$125.0 $135.0 
Subsidiary Adjusted EBITDA$345.0 $395.0 
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, CODI has not reconciled 2026 Subsidiary Adjusted EBITDA or 2026 Adjusted EBITDA to their comparable GAAP measure because it does not provide guidance on Income (Loss) from Continuing Operations and because management cannot predict, with sufficient certainty, all of the inputs necessary to provide such a reconciliation. For the same reasons, CODI is unable to address the probable significance of the unavailable information, which could be material to future results.



Conference Call
In conjunction with this announcement, CODI will host a conference call on February 26, 2026, at 5:00 p.m. E.T. / 2:00 p.m. PT with the Company’s Chief Executive Officer, Elias Sabo and the Company’s Chief Financial Officer, Stephen Keller. A live webcast of the call will be available on the Investor Relations section of CODI’s website. To avoid delays, we encourage participants to log into the webcast 15 minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time on the Company’s website.
Note Regarding Use of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted Earnings (Loss) are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Income (Loss) from Continuing Operations and Adjusted Earnings (Loss) to Net Income (Loss) on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings (Loss). Unless the context indicates otherwise, Subsidiary Adjusted EBITDA disclosed in the press release exclude Lugano, a deconsolidated subsidiary of the Company, and corporate expenses. We believe that Adjusted EBITDA and Adjusted Earnings (Loss) provide useful information to investors and reflect important financial measures as each of Adjusted EBITDA and Adjusted Earnings (Loss) excludes the effects of items that reflect the impact of long-term investment decisions, rather than the performance of near-term operations. When compared to Net Income (Loss) and Income (Loss) from Continuing Operations, Adjusted Earnings (Loss) and Adjusted EBITDA, respectively, are each limited in that they do not reflect the periodic costs of certain capital assets used in generating revenues of our businesses or the non-cash charges associated with impairments, as well as certain cash charges. The presentation of Adjusted EBITDA allows investors to view the performance of our businesses in a manner similar to the methods used by us and the management of our businesses, provides additional insight into our operating results and provides a measure for evaluating targeted businesses for acquisition. The presentation of Adjusted Earnings (Loss) provides insight into our operating results. As used in this press release, Subsidiary Adjusted EBITDA refers to the sum of Adjusted EBITDA for the applicable period attributable to each and every consolidated subsidiary of the Company, excluding Lugano and disregarding corporate expense, unless the context indicates otherwise.
Net Revenues (excluding Lugano) is defined as net revenues excluding Lugano. Net Revenues (excluding Lugano) is reconciled to Net Revenues. We consider Net Revenues to be the most directly comparable GAAP financial measure to Net Revenues (excluding Lugano). We believe that Net Revenues (excluding Lugano) provides useful information to investors and reflects important financial measures as it helps investors evaluate the performance of our remaining subsidiaries.
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2026 Adjusted EBITDA or 2026 Subsidiary Adjusted EBITDA to its comparable GAAP measure because we do not provide guidance on Net Income (Loss) from Continuing Operations or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.
Adjusted EBITDA, Adjusted Earnings and Net Revenues (excluding Lugano) are not meant to be a substitute for GAAP measures and may be different from or otherwise inconsistent with non-GAAP financial measures used by other companies.
About Compass Diversified
CODI leverages its permanent capital base and long-term disciplined approach, maintaining controlling ownership interests in each of its subsidiaries and maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its



subsidiaries to invest in the long-term growth of the Company and seeks to generate strong returns through its culture of transparency, alignment and accountability.
Forward Looking Statements
This press release 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, CODI’s expectations regarding its Adjusted EBITDA, subsidiary Adjusted EBITDA and its future performance, liquidity and leverage, and the future performance of CODI’s subsidiaries. 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,” “future,” “potential,” “continue,” “should” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These statements are based on beliefs and assumptions by CODI’s Board of Directors and management, and on information currently available to CODI’s Board of Directors and management. These statements involve risks and uncertainties that could cause actual results and outcomes to differ, perhaps materially, including but not limited to: changes in the economy, financial markets and political environment, including changes in inflation, interest rates and U.S. tariff and import/export regulations; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, war, natural disasters, or social, civil or political unrest; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); environmental risks affecting the business or operations of our subsidiaries; disruption in the global supply chain, labor shortages and labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to successfully complete and integrate, acquisitions that we have made or may make; the ability to successfully complete divestitures that we may execute; the dependence of our future success on the general economy and its impact on the industries in which we operate; the ability of our subsidiaries to achieve their objectives; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our subsidiaries; CODI’s ability to regain compliance with NYSE continued listing requirements; the cooperation of, and future concessions granted by, CODI’s lenders; control deficiencies identified or that may be identified in the future that will result in material weaknesses in CODI’s internal control over financial reporting; and litigation relating to the Lugano investigation, including CODI’s representations regarding its financial statements, and current and future litigation, enforcement actions or investigations relating to CODI’s internal controls, restatement reviews, the Lugano investigation or related matters. Please see CODI’s Annual Report on Form 10-K filed with the SEC for other risk factors that you should consider in connection with such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements have been made. Except as required by law, CODI does not undertake any public obligation to update any forward-looking statements to reflect events, circumstances, or new information after the date of this press release, or to reflect the occurrence of unanticipated events.





Compass Diversified Investor Relations
irinquiry@compassdiversified.com






Compass Diversified Holdings
Condensed Consolidated Balance Sheets

(in thousands)December 31, 2025December 31, 2024
Assets
Current assets
Cash and cash equivalents
$68,015 $59,659 
Accounts receivable, net
202,887 207,172 
Inventories, net404,102 571,248 
Prepaid expenses and other current assets
78,398 126,692 
   Due from related parties 20,757 — 
   Due from unconsolidated affiliate 71,000 — 
Total current assets
845,159 964,771 
Property, plant and equipment, net209,742 244,746 
Goodwill895,421 895,916 
Intangible assets, net892,811 983,396 
Due from unconsolidated affiliate, long-term26,000 — 
Other non-current assets170,051 208,593 
Total assets$3,039,184 $3,297,422 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable $96,335 $103,239 
Accrued expenses163,265 318,476 
Due to related parties— 18,036 
Current portion, long-term debt37,500 1,774,290 
Subsidiary financing arrangements— 169,765 
Other current liabilities52,519 49,617 
Total current liabilities349,619 2,433,423 
Deferred income taxes104,189 108,091 
Long-term debt1,839,817 — 
Other non-current liabilities171,896 225,334 
Total liabilities2,465,521 2,766,848 
Stockholders' equity
Total stockholders' equity attributable to Holdings442,024 678,620 
Noncontrolling interest 131,639 (148,046)
Total stockholders' equity
573,663 530,574 
Total liabilities and stockholders’ equity$3,039,184 $3,297,422 





Compass Diversified Holdings
Consolidated Statements of Operations


Three months ended December 31,Year ended December 31,
(in thousands, except per share data)2025202420252024
Net revenues$468,557 $493,929 $1,873,584 $1,788,013 
Cost of revenues266,453 303,280 1,059,192 1,037,594 
Gross profit202,104 190,649 814,392 750,419 
Operating expenses:
Selling, general and administrative expense168,870 166,257 660,674 587,521 
Management fees(36,174)19,453 17,937 74,767 
Amortization expense23,434 23,500 93,156 94,817 
Impairment expense— — 31,515 8,182 
Operating income (loss)45,974 (18,561)11,110 (14,868)
Other income (expense):
Interest expense, net(38,602)(36,319)(175,270)(122,802)
Amortization of debt issuance costs(1,130)(1,004)(4,052)(4,018)
Loss on deconsolidation of Lugano(111,876)— (111,876)— 
Loss on sale of Crosman— — — (24,218)
Loss on debt extinguishment— — (2,827)— 
Other income (expense), net(353)(17,451)(14,664)(143,304)
Net loss before income taxes(105,987)(73,335)(297,579)(309,210)
Provision for income taxes(26,604)(2,863)(945)18,612 
Loss from continuing operations(79,383)(70,472)(296,634)(327,822)
Loss from discontinued operations, net of income tax— (7,006)— (6,905)
Gain on sale of discontinued operations580 8,612 2,906 11,957 
Net loss(78,803)(68,866)(293,728)(322,770)
Less: Net loss attributable to noncontrolling interest(7,613)(23,545)(67,313)(111,025)
Less: Net loss from discontinued operations attributable to noncontrolling interest— (1,721)— (2,884)
Net loss attributable to Holdings$(71,190)$(43,600)$(226,415)$(208,861)
Basic income (loss) per common share attributable to Holdings
Continuing operations$(1.21)$(0.75)$(3.63)$(3.94)
Discontinued operations0.01 2.45 0.04 0.11 
$(1.20)$1.70 $(3.59)$(3.83)
Basic weighted average number of common shares outstanding75,236 75,505 75,236 75,454 
Cash distributions declared per Trust common share$— $0.25 $0.50 $1.00 




Compass Diversified Holdings
Net Income to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA
(unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2025202420252024
Net loss$(78,803)$(68,866)$(293,728)$(322,770)
Loss from discontinued operations— (7,006)— (6,905)
Gain on sale of discontinued operations580 8,612 2,906 11,957 
Loss from continuing operations$(79,383)$(70,472)$(296,634)$(327,822)
Less: loss from continuing operations attributable to noncontrolling interest(7,613)(23,545)(67,313)(111,025)
Net loss attributable to Holdings - continuing operations$(71,770)$(46,927)$(229,321)$(216,797)
Adjustments:
Distribution paid - preferred shares(9,714)(6,967)(37,577)(25,458)
Amortization expense - intangibles and inventory step up23,434 25,106 93,156 100,112 
Impairment expense— — 31,515 8,182 
    Loss on deconsolidation of Lugano111,876 — 111,876 — 
    Loss on sale of Crosman— — — 24,218 
    Tax effect - loss on sale of Crosman— — — 7,254 
Stock compensation3,854 4,057 16,128 16,345 
Acquisition expenses— 1,872 — 5,351 
Integration Services Fee— 875 875 2,625 
Other6,694 11,820 15,191 13,188 
Adjusted Earnings$64,374 $(10,164)$1,843 $(64,980)
Plus (less):
Depreciation11,065 12,642 45,312 43,889 
Income taxes(26,604)(2,863)(945)18,612 
Interest expense, net38,602 36,319 175,270 122,802 
Amortization of debt issuance1,130 1,004 4,052 4,018 
Noncontrolling interest(7,613)(23,545)(67,313)(111,025)
Preferred distributions9,714 6,967 37,577 25,458 
Loss on debt modification— — 2,827 — 
Tax effect - Loss on Sale of Crosman— — — (7,254)
Other expense (income)354 17,451 14,664 143,304 
Adjusted EBITDA$91,022 $37,811 $213,287 $174,824 




Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended December 31, 2025
(Unaudited)
(in thousands)Corporate5.11BOALuganoPrimaLoftTHPVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income (loss) from continuing operations $(74,817)9,863 6,296 $(20,700)$(4,757)$1,876 $(712)$(7,563)$211 $10,920 $(79,383)
Adjusted for:
Provision (benefit) for income taxes(30,653)3,188 1,761 — (2,556)98 (136)(1,545)543 2,696 (26,604)
Interest expense, net36,170 (5)(1)2,493 (4)(7)(160)114 — 38,602 
Intercompany interest(30,930)3,655 3,202 8,284 3,975 2,159 1,548 4,174 2,157 1,776 — 
Depreciation and amortization(3,251)5,298 5,396 3,838 5,357 4,156 1,427 6,723 2,889 3,797 35,630 
EBITDA(103,481)21,999 16,654 (6,085)2,015 8,291 2,120 1,629 5,914 19,189 (31,755)
Other (income) expense— 71 85 (521)(50)(1,267)2,172 (45)(94)353 
Non-controlling shareholder compensation— 678 1,333 310 594 430 110 54 340 3,854 
Loss on deconsolidation111,876 — — — — — — — — — 111,876 
Other (1)
— — — — 667 945 1,280 3,478 213 111 6,694 
Adjusted EBITDA
$8,395 $22,748 $18,072 $(6,296)$3,278 $9,616 $2,138 $7,389 $6,136 $19,546 $91,022 
(1) Other represents non-recurring operating expenses that are included by management in the calculation of Adjusted EBITDA when analyzing monthly operating results of our subsidiaries. In the fourth quarter of 2025, the calculation of Adjusted EBITDA for Altor includes the add-back of certain expenses incurred related to restructuring of their facilities after the acquisition of Lifoam.






Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended December 31, 2024
(Unaudited)
(in thousands)Corporate5.11BOALuganoPrimaLoftTHPVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income (loss) from continuing operations $(8,045)2,040 4,543 $(57,564)$(5,314)$(1,997)$(1,483)$(441)$(9,138)$6,927 $(70,472)
Adjusted for:
Provision (benefit) for income taxes(2,095)(266)1,042 (137)(2,010)(305)(264)(912)(196)2,280 (2,863)
Interest expense, net29,134 (11)(5)7,130 (55)(24)(1)— 151 — 36,319 
Intercompany interest(41,740)3,252 4,409 15,596 4,390 2,725 1,635 5,159 1,808 2,766 — 
Depreciation and amortization51 5,536 5,343 1,528 5,331 4,163 1,363 9,303 2,511 3,623 38,752 
EBITDA(22,695)10,551 15,332 (33,447)2,342 4,562 1,250 13,109 (4,864)15,596 1,736 
Other (income) expense(2)(46)489 18,146 176 (1,177)24 — (167)17,451 
Non-controlling shareholder compensation— 499 1,331 775 559 517 (153)247 277 4,057 
Acquisition expenses— — — — — — — 1,872 — — 1,872 
Integration services fee— — — — — 875 — — — — 875 
Other (1)
— — — — — — 1,500 696 9,546 78 11,820 
Adjusted EBITDA
$(22,697)$11,004 $17,152 $(14,526)$3,077 $5,962 $1,420 $15,948 $4,687 $15,784 $37,811 

(1) Other represents non-recurring operating expenses that are included by management in the calculation of Adjusted EBITDA when analyzing monthly operating results of our subsidiaries. In the fourth quarter of 2024, the calculation of Adjusted EBITDA for Arnold includes the add-back of certain expenses that have been incurred related to the relocation of two of Arnold's facilities in the United States.



Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Year ended December 31, 2025
(Unaudited)
(in thousands)Corporate5.11BOALugano PrimaLoftTHPVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income (loss) from continuing operations $(180,185)$28,255 $28,952 $(175,353)$(9,467)$4,661 $(6,125)$(7,071)$(7,184)$26,883 $(296,634)
Adjusted for:
Provision (benefit) for income taxes(21,052)8,656 5,557 (255)(3,067)944 (95)(1,168)1,715 7,820 (945)
Interest expense, net151,576 (8)(4)23,339 (26)(6)(160)558 — 175,270 
Intercompany interest(152,618)14,565 14,437 56,644 16,155 9,530 6,552 18,154 8,343 8,238 — 
Loss on debt modification2,827 — — — — — — — — — 2,827 
Depreciation and amortization(3,535)22,044 21,145 7,631 21,307 16,631 5,517 26,510 10,951 14,319 142,520 
EBITDA(202,987)73,512 70,087 (87,994)24,902 31,760 5,850 36,265 14,383 57,260 23,038 
Other (income) expense13 (323)308 12,495 22 (32)(1,745)4,349 (20)(403)14,664 
Non-controlling shareholder compensation— 2,416 5,422 2,495 2,347 1,256 132 836 66 1,158 16,128 
Impairment expense— — — 31,515 — — — — — 31,515 
Loss on deconsolidation111,876 — — — — — — — — — 111,876 
Integration services fee— — — — — 875 — — — — 875 
Other (1)
— — — — 667 945 1,280 9,421 2,487 391 15,191 
Adjusted EBITDA$(91,098)$75,605 $75,817 $(41,489)$27,938 $34,804 $5,517 $50,871 $16,916 $58,406 $213,287 

(1) Other represents non-recurring operating expenses that are included by management in the calculation of Adjusted EBITDA when analyzing monthly operating results of our subsidiaries. In the current year, the calculation of Adjusted EBITDA for Arnold includes the add-back of certain expenses that have been incurred related to the relocation of two of Arnold's facilities in the United States and costs related to the retirement of the chief executive officer at Arnold. For Altor, other includes the add-back of certain expenses incurred related to restructuring of their facilities after the acquisition of Lifoam.









Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Year ended December 31, 2024
(Unaudited)
(in thousands)Corporate5.11BOALugano PrimaLoftTHPVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income (loss) from continuing operations $(35,634)$20,634 $20,791 $(275,730)$(10,575)$(9,761)$(54,851)$5,635 $(2,969)$14,638 $(327,822)
Adjusted for:
Provision (benefit) for income taxes(2,095)4,526 4,962 904 (3,741)(2,894)6,810 2,280 2,986 4,874 18,612 
Interest expense, net106,414 (14)(21)16,122 (70)(52)52 — 371 — 122,802 
Intercompany interest(157,585)13,366 20,125 56,013 17,916 10,552 9,255 10,771 7,121 12,466 — 
Depreciation and amortization675 22,734 21,594 5,391 21,318 18,974 8,042 21,553 9,265 18,473 148,019 
EBITDA(88,225)61,246 67,451 (197,300)24,848 16,819 (30,692)40,239 16,774 50,451 (38,389)
Other (income) expense460 40 511 139,623 181 24,557 2,746 (9)(590)167,522 
Non-controlling shareholder compensation— 2,129 5,683 2,437 2,382 1,674 403 988 18 631 16,345 
Impairment expense— — — — — 8,182 — — — 8,182 
Acquisition expenses— — — — — 3,479 — 1,872 — — 5,351 
Integration services fee— — — — — 2,625 — — — — 2,625 
Other— — — — — 90 1,500 696 10,426 476 13,188 
Adjusted EBITDA$(87,765)$63,415 $73,645 $(55,240)$27,411 $24,690 $3,950 $46,541 $27,209 $50,968 $174,824 

(1) Other represents non-recurring operating expenses that are included by management in the calculation of Adjusted EBITDA when analyzing monthly operating results of our subsidiaries. In the current year, the calculation of Adjusted EBITDA for Arnold includes the add-back of certain expenses that have been incurred related to the relocation of two of Arnold's facilities in the United States.





Compass Diversified Holdings
Adjusted EBITDA
(Unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2025202420252024
Branded Consumer
5.11 $22,748 $11,004 75,605 63,415 
BOA18,072 17,152 75,817 73,645 
Lugano(6,296)(14,526)(41,489)(55,240)
PrimaLoft
3,278 3,077 27,938 27,411 
The Honey Pot Co. (1)
9,616 5,962 34,804 24,690 
Velocity Outdoor 2,138 1,420 5,517 3,950 
Total Branded Consumer$49,556 $24,089 $178,192 $137,871 
Industrial
Altor Solutions$7,389 15,948 50,871 46,541 
Arnold Magnetics6,136 4,687 16,916 27,209 
Sterno 19,546 15,784 58,406 50,968 
Total Industrial$33,071 $36,419 $126,193 $124,718 
Corporate expense
8,395 (22,697)(91,098)(87,765)
Total Adjusted EBITDA$91,022 $37,811 $213,287 $174,824 
(1)The above results for The Honey Pot Co. do not include management's estimate of Adjusted EBITDA, before the Company's ownership of $3.9 million for the year ended December 31, 2024. The Honey Pot Co. was acquired on January 31, 2024.




Compass Diversified Holdings
Net Sales to Non-GAAP Net Sales (excluding Lugano) Reconciliation
(unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2025202420252024
Net Sales$468,557 $493,929 $1,873,584 $1,788,013 
Less: Lugano net sales(8,146)(23,358)(79,113)(60,445)
Net Sales excluding Lugano$460,411 $470,571 $1,794,471 $1,727,568 
Compass Diversified Holdings
Subsidiary Net Sales
(unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2025202420252024
Branded Consumer
5.11 $147,793 $144,768 $551,845 $532,161 
BOA49,303 48,141 190,489 190,811 
Lugano (1)
8,146 23,358 79,113 60,445 
PrimaLoft14,719 12,708 76,512 74,226 
The Honey Pot (2)
35,973 28,697 139,689 104,589 
Velocity Outdoor 18,962 19,008 76,416 96,427 
Total Branded Consumer (3)
$274,896 $276,680 $1,114,064 $1,058,659 
Industrial
Altor Solutions63,635 81,323 303,021 239,069 
Arnold Magnetics40,841 41,292 150,967 171,837 
Sterno 89,185 94,634 305,532 318,448 
Total Industrial$193,661 $217,249 $759,520 $729,354 
Total Subsidiary Net Sales (3)
$468,557 $493,929 $1,873,584 $1,788,013 
(1) Lugano net sales for the three months and year ended December 31, 2025 are through November 16, 2025, on which date Lugano was deconsolidated.
(2) Net sales for The Honey Pot Co. do not include net sales prior to the Company's ownership of $10.7 million in the year ended December 31, 2024. The Honey Pot Co. was acquired on January 31, 2024.
(3) Reconciliation of Total Branded Consumer Net Sales and Total Subsidiary Net Sales excluding Lugano:
Three months ended December 31,Year ended December 31,
(in thousands)2025202420252024
Total Branded Consumer$274,896 $276,680 $1,114,064 $1,058,659 
Less: Lugano(8,146)(23,358)(79,113)(60,445)
Total Branded Consumer266,750 253,322 1,034,951 998,214 
Industrial$193,661 $217,249 $759,520 $729,354 
Total Subsidiary Net Sales (excluding Lugano)$460,411 $470,571 $1,794,471 $1,727,568 



Compass Diversified Holdings
Condensed Consolidated Cash Flows


Three months ended December 31,Year ended December 31,
(in thousands)2025202420252024
Net cash provided by (used in) operating activities$47,002 $(16,106)$(6,830)$(151,086)
Net cash used in investing activities(9,528)(70,199)(42,614)(422,450)
Net cash provided by (used in) financing activities(30,967)75,811 55,088 184,064 
Foreign currency impact on cash369 (1,727)2,712 (1,278)
Net increase (decrease) in cash and cash equivalents6,876 (12,221)8,356 (390,750)
Cash and cash equivalents - beginning of the period (1)
61,139 71,880 59,659 450,409 
Cash and cash equivalents - end of the period$68,015 $59,659 $68,015 $59,659 

(1) Includes cash from discontinued operations of $3.8 million at January 1, 2024.


FAQ

How did Compass Diversified (CODI) perform financially in full year 2025?

Compass Diversified generated full year 2025 net revenues of $1,873.6 million, up 4.8% from 2024, but reported a net loss from continuing operations of $296.6 million, compared with a $327.8 million loss in 2024, reflecting higher interest costs and a Lugano deconsolidation loss.

What are Compass Diversified’s 2025 results excluding Lugano?

Excluding Lugano, 2025 net revenues were $1,794.5 million, up 3.9% versus 2024, and Subsidiary Adjusted EBITDA was $345.8 million, an 8.8% increase. Branded Consumer contributed $219.7 million of Subsidiary Adjusted EBITDA, while Industrial added $126.1 million, highlighting solid underlying subsidiary performance.

What guidance did Compass Diversified (CODI) give for 2026 Subsidiary Adjusted EBITDA?

For 2026, Compass Diversified projected Subsidiary Adjusted EBITDA between $345.0 million and $395.0 million. Within this, Branded Consumer is expected at $220.0–$260.0 million and Industrial at $125.0–$135.0 million, providing investors with a segment-level outlook for the year.

How did the Lugano deconsolidation affect Compass Diversified’s 2025 results?

On November 16, 2025, Compass Diversified deconsolidated Lugano Holding, Inc., and recorded a $111.9 million loss on deconsolidation in its GAAP results. Lugano’s operating results are included through that date, while non-GAAP metrics excluding Lugano are presented to highlight remaining subsidiaries’ performance.

What is Compass Diversified’s liquidity position at December 31, 2025?

As of December 31, 2025, Compass Diversified held $68.0 million in cash and cash equivalents and had approximately $96 million of revolver availability. The company also completed an Altor sale-leaseback generating about $11 million in proceeds, which were applied to debt reduction.

What changes did Compass Diversified make to its credit facility?

Compass Diversified announced an amended credit facility that restores full access to $100 million of revolver capacity and provides additional covenant flexibility. Management stated this flexibility is intended to support compliant deleveraging while it focuses on profitable growth across its subsidiaries.

How did Compass Diversified’s Adjusted EBITDA trend in 2025?

Consolidated Adjusted EBITDA for 2025 was $213.3 million, up from $174.8 million in 2024. On a subsidiary basis excluding Lugano and corporate expense, Subsidiary Adjusted EBITDA reached $345.8 million, an 8.8% year-over-year increase, driven particularly by growth in the Branded Consumer group.

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