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Compass Diversified (NYSE: CODI) appoints Deloitte, dismisses Grant Thornton

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

Rhea-AI Filing Summary

Compass Diversified Holdings and Compass Group Diversified Holdings LLC have changed their independent auditor. The audit committee appointed Deloitte & Touche LLP to review interim financial information beginning with the quarter ended June 30, 2026 and to audit the fiscal year ending December 31, 2026.

The audit committee also dismissed Grant Thornton LLP effective July 16, 2026. Grant Thornton’s prior reports on the 2025 and 2024 financial statements contained no adverse or disclaimed opinions but, for 2024, included explanatory paragraphs about substantial doubt regarding CODI’s ability to continue as a going concern and about restated financial statements for 2024, 2023 and 2022. Grant Thornton issued adverse opinions on internal control over financial reporting as of December 31, 2025 and 2024 due to previously disclosed material weaknesses. CODI reports no disagreements or additional reportable events with Grant Thornton beyond those material weaknesses and has authorized Grant Thornton to fully respond to Deloitte’s inquiries.

Positive

  • None.

Negative

  • None.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of auditor change July 16, 2026 Audit committee appointed Deloitte and dismissed Grant Thornton on this date
First interim period reviewed by Deloitte Quarter ended June 30, 2026 Deloitte engaged to review CODI’s interim financial information for this quarter
Fiscal year to be audited by Deloitte Fiscal year ending December 31, 2026 Deloitte engaged to audit CODI’s financial statements for this period
Fiscal years audited by Grant Thornton Fiscal years ended December 31, 2025 and December 31, 2024 Grant Thornton served as CODI’s independent auditor for these years
Years of restated financial statements 2024, 2023 and 2022 Grant Thornton’s 2024 report referenced restatement of CODI’s previously issued financials
Adverse internal control opinion dates As of December 31, 2025 and December 31, 2024 Grant Thornton expressed adverse opinions on internal control over financial reporting
independent registered public accounting firm regulatory
"appointed Deloitte & Touche LLP as CODI’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"included explanatory paragraphs relating to substantial doubt about CODI's ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
restatement financial
"relating to ... the restatement of CODI's previously issued consolidated financial statements"
A restatement is a company’s formal correction of previously released financial reports when errors or omissions are discovered, similar to fixing a report card after finding mistakes in the scores. It matters to investors because it can change past performance figures, alter valuation or earnings trends, and signal weaknesses in accounting controls or management oversight, which may affect confidence and the stock’s perceived risk.
internal control over financial reporting regulatory
"reports on CODI’s internal control over financial reporting as of December 31, 2025 and December 31, 2024"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
material weaknesses financial
"other than the material weaknesses in CODI’s internal control over financial reporting described in Part II"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
reportable events regulatory
"there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

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

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FAQ

What auditor change did CODI report on July 16, 2026?

CODI’s audit committee appointed Deloitte & Touche LLP as independent registered public accounting firm and dismissed Grant Thornton LLP effective July 16, 2026. The change covers interim reviews from the quarter ended June 30, 2026 and the audit for fiscal year 2026.

When will Deloitte begin reviewing Compass Diversified (CODI) financial statements?

Deloitte will first review CODI’s interim financial information for the quarter ended June 30, 2026 and will audit CODI’s fiscal year ending December 31, 2026. This engagement follows the audit committee’s appointment of Deloitte as CODI’s independent registered public accounting firm.

Did CODI report any disagreements with Grant Thornton, its former auditor?

CODI reports no disagreements with Grant Thornton on accounting principles, disclosures, or audit scope during 2024, 2025, or through July 16, 2026. The only reportable items identified relate to previously disclosed material weaknesses in internal control over financial reporting.

What going concern and restatement issues affecting CODI did Grant Thornton highlight?

Grant Thornton’s report on CODI’s 2024 financial statements included explanatory paragraphs about substantial doubt regarding CODI’s ability to continue as a going concern and about the restatement of previously issued financial statements for 2024, 2023 and 2022.

What internal control issues did CODI disclose in connection with the auditor change?

Grant Thornton issued adverse opinions on CODI’s internal control over financial reporting as of December 31, 2025 and 2024 due to material weaknesses. These weaknesses were previously disclosed in CODI’s 2024 Form 10-K/A and 2025 Form 10-K.

How will Grant Thornton be involved with CODI after its dismissal as auditor?

CODI has authorized Grant Thornton to respond fully to Deloitte’s inquiries regarding CODI’s material weaknesses in internal control over financial reporting. Grant Thornton also provided a letter to the SEC, included as Exhibit 16.1 to the current report.
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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): July 16, 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 4    Matters Related to Accountants and Financial Statements
Item 4.01    Changes in Registrant's Certifying Accountant
Engagement of New Independent Registered Public Accounting Firm

On July 16, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Compass Diversified Holdings and Compass Group Diversified Holdings LLC (collectively, “CODI” or the “Company”) appointed Deloitte & Touche LLP (“Deloitte”) as CODI’s independent registered public accounting firm to review CODI’s interim financial information beginning with the quarter ended June 30, 2026 and to audit CODI’s financial statements for the fiscal year ending December 31, 2026.

During the fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through July 16, 2026, neither CODI nor anyone acting on its behalf consulted Deloitte regarding:

(i)the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on CODI’s consolidated financial statements, and neither a written report nor oral advice was provided to CODI that Deloitte concluded was an important factor considered by CODI in reaching a decision as to any accounting, auditing or financial reporting issue; or

(ii)    any matter that was the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.

Dismissal of Independent Registered Public Accounting Firm
On July 16, 2026, the Audit Committee approved the dismissal of Grant Thornton LLP (“Grant Thornton”) as CODI’s independent registered public accounting firm, and CODI notified Grant Thornton of its dismissal on that date, effective immediately.
Grant Thornton's reports on CODI's consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that Grant Thornton's report on CODI's consolidated financial statements for the fiscal year ended December 31, 2024 included explanatory paragraphs relating to substantial doubt about CODI's ability to continue as a going concern and the restatement of CODI's previously issued consolidated financial statements for the fiscal years ended December 31, 2024, 2023 and 2022.
Grant Thornton’s reports on CODI’s internal control over financial reporting as of December 31, 2025 and December 31, 2024 expressed adverse opinions due to the material weaknesses described below.
During the fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through July 16, 2026, there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, between CODI and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the subject matter of the disagreement in connection with its reports on CODI’s consolidated financial statements.
During the same period, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, other than the material weaknesses in CODI’s internal control over financial reporting described in Part II, Item 9A of CODI’s Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024, as updated in Part II, Item 9A of CODI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Material Weaknesses”). The Audit Committee discussed the subject matter of the Material Weaknesses with Grant Thornton, and CODI has authorized Grant Thornton to respond fully to the inquiries of Deloitte concerning the Material Weaknesses.
CODI provided Grant Thornton with a copy of the disclosures contained in this Current Report on Form 8-K and requested that Grant Thornton furnish CODI with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it



does not agree. A copy of Grant Thornton’s letter, dated July 16, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.


Section 9    Financial Statements and Exhibits
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits.

Exhibit NumberDescription
16.1
Letter from Grant Thornton LLP to the Securities and Exchange Commission, dated July 16, 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: July 16, 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: July 16, 2026COMPASS GROUP DIVERSIFIED HOLDINGS LLC
By:/s/ Stephen Keller
Stephen Keller
Chief Financial Officer


Filing Exhibits & Attachments

5 documents