Compass Diversified (NYSE: CODI) gains waiver on restated statements deadline

Rhea-AI Filing Summary

Compass Diversified Holdings reports that, on December 9, 2025, the required lenders under its Third Amended and Restated Credit Agreement agreed to waive a prior deadline for the company to deliver restated financial statements under a Fifth Forbearance Agreement. The lenders also confirmed that the financial statements and auditor’s report included in the company’s recently filed Form 10-K/A for the year ended December 31, 2024 satisfy the requirements of the credit agreement and the forbearance arrangement. As a result, the Fifth Forbearance Agreement, which provides for a forbearance period ending December 19, 2025 unless terminated sooner under its terms, remains in effect.

Insights

Credit & capital structure analyst

Lenders accepted CODI’s restated 10-K/A and kept the existing forbearance in place.

The disclosure shows that Compass Diversified remains under a Fifth Forbearance Agreement with lenders to its Third Amended and Restated Credit Agreement. Lenders waived an earlier deadline for delivering restated financial statements and confirmed that the financials and auditor’s report in the Form 10-K/A meet the agreement’s requirements. This reduces near-term technical default risk tied specifically to the restatement delivery condition.

However, the fact that a forbearance agreement is in place, with a forbearance period running through December 19, 2025 unless ended earlier, signals ongoing credit negotiations or covenant pressure. The near-term impact is administrative clarification rather than a structural fix to the capital structure; any longer-term implications would depend on what follows after the current forbearance period ends.

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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): December 9, 2025

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: (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

Shares representing beneficial interests in Compass Diversified Holdings

CODI

New York Stock Exchange

Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings

CODI PR A

New York Stock Exchange

Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings

CODI PR B

New York Stock Exchange

Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings

CODI PR C

New 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 8						Other Events
Item 8.01						Other Events

On December 9, 2025, subsequent to the filing on December 8, 2025 by Compass Diversified Holdings and Compass Group Diversified Holdings LLC (the “Company”) of its Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K/A”), the Company was advised that the required lenders under its Third Amended and Restated Credit Agreement, dated July 12, 2022 (as amended, the “Credit Agreement”), (1) agreed to waive the requirement for the Company to deliver the restated financial statements by December 5, 2025 under the Fifth Forbearance Agreement (the “Fifth Forbearance Agreement”) dated as of November 24, 2025 among the Company, Bank of America, N.A. as administrative agent, and the required lenders under the Credit Agreement, and (2) further agreed that the financial statements and the report and opinion of the Company’s independent certified public accountant as they appear in the Form 10-K/A satisfied the requirements of the Credit Agreement and the Fifth Forbearance Agreement. As a result of the foregoing, the Fifth Forbearance Agreement, which provides for a forbearance period ending December 19, 2025 unless terminated sooner pursuant to its terms, remains in effect.

Section 9     Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits.

Exhibit Number						Description
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: December 10, 2025			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: December 10, 2025			COMPASS GROUP DIVERSIFIED HOLDINGS LLC
			By:						/s/ Stephen Keller
									Stephen Keller
									Chief Financial Officer

FAQ

What did Compass Diversified Holdings (CODI) announce regarding its lenders?

Compass Diversified Holdings announced that the required lenders under its Third Amended and Restated Credit Agreement agreed to waive a prior deadline for delivering restated financial statements and accepted the financial statements and auditor’s report contained in its Form 10-K/A for the year ended December 31, 2024.

How does the Form 10-K/A relate to Compass Diversified Holdings credit agreement?

The lenders advised that the financial statements and the report and opinion of Compass Diversified Holdings independent certified public accountant, as included in the Form 10-K/A for the year ended December 31, 2024, satisfy the requirements of both the credit agreement and the Fifth Forbearance Agreement.

What is the Fifth Forbearance Agreement mentioned by Compass Diversified Holdings (CODI)?

The Fifth Forbearance Agreement is an arrangement dated November 24, 2025 among Compass Diversified Holdings, Bank of America, N.A. as administrative agent, and the required lenders under the credit agreement, under which the lenders have agreed to forbear from exercising certain rights for a defined period.

How long does the current forbearance period for Compass Diversified Holdings last?

The Fifth Forbearance Agreement provides for a forbearance period ending on December 19, 2025, unless it is terminated sooner in accordance with its terms.

Did Compass Diversified Holdings resolve its reporting requirement under the Fifth Forbearance Agreement?

Yes. The required lenders waived the requirement that Compass Diversified Holdings deliver restated financial statements by December 5, 2025, and confirmed that the financial information in the Form 10-K/A satisfies the relevant requirements.

Does the forbearance arrangement for Compass Diversified Holdings remain in effect after this lender waiver?

Yes. The company stated that, as a result of the lender waiver and acceptance of the Form 10-K/A, the Fifth Forbearance Agreement remains in effect with its forbearance period scheduled to run through December 19, 2025, unless terminated earlier.