[8-K] Compass Diversified Holdings Reports Material Event
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Form Type
8-K
Rhea-AI Filing Summary
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.
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8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): July 12, 2026
(Exact name of registrant as specified in its charter)
| (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.) | ||||||||||||
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203 ) 221-1703
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 Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
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 1 Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On July 12, 2026, Compass Group Diversified Holdings LLC (the “Company”) and Compass Group Management LLC (the “Manager”) entered into the Ninth Amended and Restated Management Services Agreement (the “Ninth MSA”), which amends and restates the Eighth Amended and Restated Management Services Agreement between the Company and the Manager. The Ninth MSA revises the management fee and incentive compensation structure effective January 1, 2027, as described below.
The terms of the Ninth MSA were approved by the Compensation Committee and by the Nominating and Corporate Governance Committee (as a related-party transaction), each composed solely of independent directors, and were approved by the Board of Directors. Directors affiliated with the Manager did not participate in the Board's negotiation, consideration or approval of the Ninth MSA.
Beginning in 2027, the annual base management fee will equal 1.25% of the first $3.0 billion of Adjusted Net Assets (as defined in the Ninth MSA), 1.125% of Adjusted Net Assets between $3.0 billion and $5.0 billion and 1.0% of Adjusted Net Assets above $5.0 billion. The 2027 base management fee will be capped at $30.0 million.
The existing incentive management fee structure will be replaced by an annual Share Alignment Award, equal to 0.125% of the Company's Average Adjusted Net Assets for the preceding fiscal year, and an annual Performance-Based Award, with a target opportunity of the same amount. For 2027, the Share Alignment Award will be paid in cash, and the Performance-Based Award will track the value of CODI common shares and be settled in cash. The Performance-Based Award will be based 70% on CODI’s total shareholder return relative to the S&P SmallCap 600 Index, with target performance at the 60th percentile and subject to a requirement that absolute total shareholder return for the period not be negative and, for 2027, a $17.25 dividend-adjusted stock-price threshold, and 30% on Company-level adjusted EBITDA objectives established by the Compensation Committee.
For fiscal years after 2027, the parties intend to seek shareholder approval of an equity-based structure for the Share Alignment Award and the Performance-Based Award. For any year in which the awards remain cash-based, aggregate management fees will not exceed the amount that would have been payable under the fee provisions of the Eighth Amended and Restated Management Services Agreement, with payment of any excess deferred in accordance with the Ninth MSA.
The Ninth MSA also requires the Manager to maintain share ownership guidelines for senior Manager personnel who provide material services to the Company and confirms that amounts paid or payable under the Ninth MSA will be subject to the Company’s Dodd-Frank clawback policy if and to the extent applicable.
The management fee provisions of the Eighth Amended and Restated Management Services Agreement will remain in effect through December 31, 2026, and the revised management fee provisions of the Ninth MSA will become effective January 1, 2027.
The foregoing description of the Ninth MSA does not purport to be complete and is qualified in its entirety by reference to the Ninth MSA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure
On July 13, 2026, CODI issued a press release announcing its entry into the Ninth MSA. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
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, statements regarding the Company’s and the Manager’s intention to pursue an equity-based incentive structure for fiscal years after 2027, the timing and receipt of any required shareholder approval, the implementation and terms of any future incentive program and the operation of any cash-based alternative. 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,” 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 management and on information currently available to management. These statements involve risks and uncertainties that could cause actual results and outcomes to differ, perhaps materially, including, but not limited to, risks relating to shareholder approval, applicable legal, tax, accounting and stock exchange requirements, future Company and market performance and the ability of the parties to agree upon and implement a future incentive structure. Please see CODI’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 27, 2026, for other risk factors that should be considered 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 are made. Except as required by law, CODI undertakes no public obligation to update any forward-looking statements to reflect events, circumstances or new information after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | Ninth Amended and Restated Management Services Agreement by and between Compass Group Diversified Holdings LLC and Compass Group Management LLC, dated as of July 12, 2026 and originally effective as of May 16, 2006. | |||||||
| 99.1 | Press Release dated July 13, 2026 | |||||||
| 104 | Cover 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: July 13, 2026 | COMPASS 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: July 13, 2026 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC | ||||||||||
| By: | /s/ Stephen Keller | ||||||||||
| Stephen Keller | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
Compass Diversified Announces Amendments to Management Services Agreement Reducing Management Costs and Further Strengthening Shareholder Alignment
•Reduces fixed economics paid to CODI's external manager from the current 2.00% base management fee to 1.375% at current Adjusted Net Assets levels, with 1.25% paid as a base management fee and 0.125% paid as a Share Alignment Award intended to support increased CODI share ownership by the external manager
•Introduces a separate Performance-Based Award that must be earned through shareholder-return and operating-performance results with a target grant value equal to 0.125% of average Adjusted Net Assets
•Strengthens ownership alignment and governance safeguards, including share ownership guidelines, clawback protections and Compensation Committee oversight
•CODI’s subsidiaries continue to perform well; Company reaffirms previously issued full-year outlook
Westport, Conn., July 13, 2026 – Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, today announced that it has entered into a Ninth Amended and Restated Management Services Agreement (the “Amended MSA”) with Compass Group Management LLC (the “Manager”), the Company’s external manager. The Amended MSA becomes effective upon execution, with the revised fee and incentive-award provisions taking effect on January 1, 2027. The Amended MSA follows a Board-led review that considered investor perspectives, market practices and pre-existing contractual requirements. In addition to reducing management fees, it is designed to further strengthen alignment with shareholder outcomes.
The Amended MSA reduces the base management fee rate from 2.00% to 1.25% of Adjusted Net Assets ("ANA") at the Company’s current ANA levels and caps 2027 base management fees at $30 million. It also replaces the existing incentive fee with a Share Alignment Award designed to build CODI share ownership by senior Manager personnel and a Performance-Based Award earned through shareholder-return and operating-performance results, each as described below. Based on current estimates, total 2027 management fees are expected to decline by approximately $19 million to $22 million compared to what the existing formula would have produced, depending on the Company’s ANA for 2027 and the level of payout under the Performance-Based Award.
“Following a thoughtful Board-led review and negotiations with the Manager, we reached a constructive agreement that reduces fees and further strengthens alignment with long-term shareholder outcomes,” said Larry Enterline, Independent Board Chair of CODI. “We are not satisfied with CODI’s current market valuation, and we continue to take concrete steps to help better translate the underlying value of our businesses into shareholder value. The revised
framework is expected to create meaningful economic value for shareholders and to support CODI's focus on accelerating deleveraging, strengthening financial flexibility and positioning the Company to efficiently return capital to shareholders."
“This is an important agreement for CODI,” said Elias Sabo, Chief Executive Officer of CODI. “As CODI enters its next phase, the amended MSA better supports the Company’s priorities and further strengthens alignment with shareholders. The framework is lower-cost, more performance-based and more closely aligned with how CODI intends to create long-term value. With the agreement in place, we remain focused on advancing our strategic priorities, supporting our subsidiaries and delivering results.”
Key Terms of the Amended MSA
•Lower base management fees: The base management fee declines from the 2.00% rate CODI currently pays to 1.25% on the first $3 billion of ANA, 1.125% on the next $2 billion of ANA, and 1.00% on the ANA above $5 billion. For 2027, base management fees are capped at $30 million.
•Greater alignment with shareholder outcomes: The Amended MSA replaces the existing incentive fee with two awards linking a greater portion of the Manager's economics to shareholder and operating performance:
◦Share Alignment Award: 0.125% of average ANA, settled in cash and intended to help build meaningful CODI share ownership by senior Manager personnel under ownership guidelines the Manager will implement.
◦Performance-Based Award: a cash-settled award with a target grant value equal to 0.125% of average ANA, weighted 70% to relative total shareholder return and 30% to EBITDA performance. The TSR component pays nothing if CODI's total shareholder return is negative, and, for 2027, pays nothing unless CODI's share price plus distributions reaches at least $17.25 at the end of 2027.
•Ownership alignment: The Amended MSA is designed to promote meaningful share ownership in CODI by the Manager and its senior leadership, through share ownership guidelines adopted and maintained by the Manager and certified annually to the Compensation Committee.
•Governance safeguards: The Amended MSA includes clawback and recoupment provisions and Compensation Committee authority to establish and certify performance objectives and payouts.
•Transition to an equity-based structure: CODI and the Manager intend to seek shareholder approval at CODI's 2027 annual meeting for an equity-based incentive structure which, if approved, would become the go-forward program beginning in 2028 and replace the cash-based Share Alignment Award and Performance-Based Award.
Collectively, CODI’s subsidiaries continue to perform well, and the Company is reaffirming its previously issued full-year 2026 outlook.
The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended MSA, which is filed as an exhibit to CODI’s Current Report on Form 8-K filed with the SEC today.
About Compass Diversified (“CODI”)
CODI has consistently executed its strategy of owning and managing a diverse set of middle-market businesses. 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 outlook and future performance; CODI’s plans and priorities relating to leverage reduction, financial flexibility and capital allocation; CODI’s future ANA and future amounts payable to the Manager; CODI’s future share price, TSR and EBITDA performance; the expected benefits of the Amended MSA; and the pursuit, shareholder approval and implementation of a potential equity-based incentive structure. 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 current expectations, estimates, forecasts and assumptions and information available as of the date of this press release. 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; 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 Lugano, 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 on February 27, 2026 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