[8-K] Compass Diversified Holdings Reports Material Event

Rhea-AI Filing Summary

Compass Diversified Holdings (CODI) received a New York Stock Exchange extension to keep its securities listed and trading while it completes overdue financial reporting. The NYSE has granted an additional trading period through January 20, 2026, subject to ongoing reassessment. By that date, CODI plans to file restated financial reports for fiscal years 2022, 2023 and 2024 via an amended Form 10-K for 2024, as well as its Form 10-Q reports for the quarters ended March 31, June 30 and September 30, 2025. The company also highlights substantial uncertainties, including the outcome of an Audit Committee investigation, potential impacts from issues at Lugano, internal control weaknesses, possible restatements of additional periods, its ability to regain full NYSE compliance, lender concessions, and potential litigation and regulatory actions.

Positive

• None.

Negative

• Material reporting and control uncertainties: CODI must restate financials for 2022–2024 and file multiple delayed 2025 Form 10-Qs amid an Audit Committee investigation, potential Lugano-related misstatements, and identified internal control failures.
• Listing and financing risk: The NYSE extension for continued trading only runs through January 20, 2026 and is subject to ongoing reassessment, while CODI also depends on continued cooperation and concessions from its lenders and faces potential litigation and regulatory actions.

Insights

Equity & Credit Risk Analyst

CODI keeps NYSE listing for now but faces restatement and control risks.

Compass Diversified Holdings has obtained an NYSE extension allowing continued listing and trading of its securities through January 20, 2026. During this period, it plans to file restated financial reports for fiscal years 2022, 2023 and 2024 via an amended 2024 Form 10-K, along with delayed Form 10-Qs for the quarters ended March 31, June 30 and September 30, 2025.

The company ties these delays to an Audit Committee investigation, potential financial misstatements linked to Lugano, and internal control failures that may have caused material weaknesses. It also notes dependence on its independent auditor’s review, cooperation and concessions from lenders, and the NYSE’s ongoing reassessment of its continued listing status. These factors introduce meaningful uncertainty around historical financial reliability and future covenant flexibility.

The text flags possible restatement of additional periods, challenges in regaining full NYSE compliance, and risks of litigation, enforcement actions or investigations related to internal controls and restatement reviews. Overall, this represents a materially adverse disclosure for both equity and credit holders, with the NYSE extension providing time but not resolving the underlying accounting and control issues.

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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): November 18, 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 7     Regulation FD Disclosure

Item 7.01    Regulation FD Disclosure

On November 18, 2025, Compass Diversified Holdings (the “Trust” and, together with Compass Group Diversified Holdings LLC (the “Company”), “CODI”) received an extension for continued listing and trading of the Trust’s securities on the New York Stock Exchange (the “NYSE”). The extension, which is subject to ongoing reassessment by the NYSE, provides CODI with an additional trading period through January 20, 2026 to file with the Securities and Exchange Commission (the “SEC”) (i) its restated financial reports for fiscal years 2022, 2023, and 2024 through an amendment to CODI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and (ii) CODI’s Quarterly Reports on Form 10-Q for the periods ended March 31, June 30, and September 30, 2025.

The information furnished under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly incorporated by reference in such a filing.

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 the result of its bankruptcy filing) 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 efforts to prepare financial statements. 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,” “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 the Board of Directors and management, and on information currently available to the Board of Directors and management. These statements involve risk and uncertainties that could cause CODI’s actual results and outcomes to differ, perhaps materially, including but not limited to: the discovery of additional information relevant to the investigation; the conclusions of the Audit Committee (and timing of those conclusions) concerning matters relating to the investigation; the timing of the review by, and the conclusions of, CODI’s independent registered public accounting firm regarding the investigation and CODI’s financial statements; a further material delay in CODI’s financial reporting or ability to hold an annual meeting of stockholders; the impacts of restatement reviews and the potential need to restate additional periods; 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 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 investigation described in this Current Report, or related matters. Please see CODI’s Annual Report on Form 10-K for the year ended December 31, 2024 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 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
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: November 19, 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: November 19, 2025			COMPASS GROUP DIVERSIFIED HOLDINGS LLC
			By:						/s/ Stephen Keller
									Stephen Keller
									Chief Financial Officer

FAQ

What did Compass Diversified Holdings (CODI) announce in this 8-K?

CODI announced that the New York Stock Exchange granted an extension for continued listing and trading of the Trust’s securities, giving the company additional time to complete required SEC filings.

How long is CODIs NYSE listing extension and what does it cover?

The extension provides an additional trading period through January 20, 2026 and allows CODI’s securities to remain listed on the NYSE while it works to complete its delayed and restated SEC reports.

Which financial reports does CODI plan to file under this NYSE extension?

CODI plans to file restated financial reports for fiscal years 2022, 2023 and 2024 through an amendment to its Form 10-K for the year ended December 31, 2024, plus its Form 10-Qs for the quarters ended March 31, June 30 and September 30, 2025.

Why is CODI restating prior-year financial statements?

The company cites an Audit Committee investigation, potential misstatements associated with Lugano, and failures in internal control over financial reporting, which together may require restatements and additional review by its independent registered public accounting firm.

What risks does CODI highlight related to its delayed filings and investigation?

CODI notes risks including discovery of additional information, further delays in financial reporting, impacts of restatement reviews, its ability to regain NYSE continued listing compliance, lender cooperation and concessions, material weaknesses in internal controls, and potential litigation, enforcement actions or investigations.

Does the NYSE extension mean CODI is fully compliant with listing requirements?

No. The extension allows continued trading through January 20, 2026 while CODI works toward compliance, but it is explicitly subject to ongoing reassessment by the NYSE.