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Compass Diversified details planned board resignation of director

Compass Diversified Holdings and Compass Group Diversified Holdings LLC report a planned board change.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Compass Diversified Holdings and Compass Group Diversified Holdings LLC report a planned board change. Director James J. Bottiglieri, who had previously informed the companies in February 2025 that he would retire and not stand for re-election at the 2025 annual meeting, has now formally notified the Trust and the Board that he will resign as a director of the Company effective December 31, 2025.

The filing states that neither his earlier decision to retire nor his current resignation is due to any disagreement with CODI or its Board regarding operations, policies, or practices. The rest of the document is administrative, including exhibit information and signatures from trustee Stephen Keller and the Company’s Chief Financial Officer.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did CODI announce in this 8-K filing?

CIDI disclosed that director James J. Bottiglieri notified the Trust and the Board of his resignation as a director of Compass Group Diversified Holdings LLC, effective December 31, 2025.

Was James J. Bottiglieri’s resignation from CODI’s board unexpected?

No. CODI had previously disclosed on February 19, 2025 that Mr. Bottiglieri notified the Trust and the Board on February 14, 2025 of his intention to retire and not stand for re-election at the 2025 annual meeting.

Did CODI indicate any disagreement behind the director’s resignation?

No. The filing states that neither Mr. Bottiglieri’s decision to retire nor his resignation was the result of any disagreement with CODI or the Board regarding CODI’s operations, policies, or practices.

Why did the timing of James J. Bottiglieri’s resignation change from the original plan?

The filing explains that CODI’s 2025 annual meeting of shareholders, originally scheduled for May 29, 2025, was not able to be held, so Mr. Bottiglieri confirmed his resignation effective December 31, 2025 instead.

Which entities are covered in this CODI 8-K filing?

The 8-K relates to both Compass Diversified Holdings and Compass Group Diversified Holdings LLC, together referred to as CODI.

Who signed the 8-K filing on behalf of CODI?

Stephen Keller signed on behalf of Compass Diversified Holdings as Regular Trustee and on behalf of Compass Group Diversified Holdings LLC as Chief Financial Officer, both dated December 31, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 30, 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 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 5     Corporate Governance and Management
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
     Officers; Compensatory Arrangements of Certain Officers
    As previously disclosed by Compass Group Diversified Holdings LLC (the “Company”) and Compass Diversified Holdings (NYSE: CODI) (the “Trust” and, together with the Company, “CODI”) on February 19, 2025, James J. Bottiglieri notified the Trust and the Board of Directors (the “Board”) of the Company on February 14, 2025 that he would be retiring from the Company’s Board and not standing for re-election as a director of the Company at CODI’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”), originally scheduled to be held on May 29, 2025. As the 2025 Annual Meeting was not able to be held, consistent with his previously announced intention to resign from the Board, on December 30, 2025, Mr. Bottiglieri notified the Trust and the Board of his intent to resign as a director of the Company, effective December 31, 2025. Neither Mr. Bottiglieri’s previously disclosed decision to retire from the Board and not to stand for re-election nor his present resignation was a result of any disagreement with CODI or the Board regarding CODI’s operations, policies, or practices.

Section 9     Financial Statements and Exhibits
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits.
Exhibit NumberDescription
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: December 31, 2025COMPASS 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 31, 2025COMPASS GROUP DIVERSIFIED HOLDINGS LLC
By:/s/ Stephen Keller
Stephen Keller
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

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