Every 8-K that Compass Diversified (CODI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CODI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CODI filings page.
Compass Diversified reported second-quarter 2026 results that reflect portfolio reshaping, debt reduction and mixed top-line trends. GAAP net sales were $424.0 million, down 11.4% year-over-year, but net income from continuing operations improved to $81.9 million from a loss of $80.8 million, driven largely by a $182.3 million gain on the sale of Sterno’s Food Service Business and partially offset by a $58.0 million reduction in the fair value of a receivable from Lugano.
On a non-GAAP basis excluding Lugano and the divested food service operations, Q2 net revenues were $410.6 million, approximately flat year-over-year. Subsidiary Adjusted EBITDA rose 12.6% to $91.5 million, with Branded Consumer up 24.2% and Industrial down 12.8%. Adjusted EBITDA was $65.6 million versus $46.5 million a year earlier.
The company applied more than $280 million of sale proceeds to debt reduction, cutting total debt to $1,592.3 million from $1,890.7 million at year-end 2025 and lowering its leverage ratio for covenant purposes to about 4.8x. A Sixth Amendment to the credit agreement reduced the revolving commitments to $54 million, extended the maturity of the term loan and revolver to January 12, 2028, tightened leverage covenants, and lowered certain availability and incremental facility limits. CODI maintained its 2026 Subsidiary Adjusted EBITDA outlook of $320–$365 million, with stronger expectations for Branded Consumer and weaker expectations for Industrial.
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.
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.
Compass Diversified announced a planned CEO transition while reaffirming its full-year 2026 outlook. Co-founder and Chief Executive Officer Elias J. Sabo will retire as CEO, director and regular trustee effective December 31, 2026.
Zach Sawtelle has been appointed Chief Operating Officer, became an executive officer on June 10, 2026, and will succeed Mr. Sabo as CEO, principal executive officer, regular trustee and Sostratus’ designated Board appointee on January 1, 2027. His services will be provided by external manager Compass Group Management at its cost, with no compensation reimbursement from CODI.
The company highlighted Mr. Sawtelle’s long tenure with Compass Group Management, his leadership roles across multiple CODI subsidiaries and his involvement in strategic transactions. CODI reaffirmed its previously announced 2026 outlook and stated it remains focused on deleveraging, subsidiary performance, and narrowing the gap between its share price and intrinsic value. The ongoing review of the Management Services Agreement is intended to better align incentives and is expected to be completed in the coming weeks.
Compass Diversified Holdings and Compass Group Diversified Holdings LLC reported the results of their 2026 annual shareholder meeting held by virtual webcast. A total of 75,235,966 common shares were entitled to vote as of the March 24, 2026 record date, and 63,813,873 shares were represented, establishing a quorum.
Shareholders elected seven directors — Larry L. Enterline, Harold S. Edwards, Eugene L. Kim, Heidi Locke Simon, Nancy B. Mahon, Glenn R. Richter and Teri R. Shaffer — each to a one-year term ending at the 2027 annual meeting. Support levels varied by nominee but all received more votes "for" than "withheld".
Shareholders also approved the non-binding advisory "Say-on-Pay" proposal regarding executive compensation, with 40,494,598 votes for, 5,586,343 against, 5,777,566 abstentions and 11,955,366 broker non-votes. In addition, the appointment of Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026 was ratified, receiving 54,352,876 votes for, 2,325,347 against and 7,135,650 abstentions.
Compass Diversified reported first quarter 2026 results showing lower revenue but improved profitability metrics and a major debt-reducing asset sale. Net revenues were $426.9 million, down 5.9% versus Q1 2025, and net loss from continuing operations narrowed to $30.8 million from $49.8 million a year earlier.
Consolidated non-GAAP Adjusted EBITDA rose to $56.5 million from $45.5 million, while Subsidiary Adjusted EBITDA (excluding Lugano in the prior year) reached $83.9 million, up 6.3%, driven by Branded Consumer growth. CODI completed the sale of Sterno’s food service business for an enterprise value of $292.5 million, generating approximately $280 million of proceeds used to repay debt and reduce senior secured leverage below 1.0x.
As of March 31, 2026, CODI held $65.2 million in cash and cash equivalents and about $100 million in revolver availability. The company updated its 2026 outlook, guiding Subsidiary Adjusted EBITDA to $320–$365 million, with Branded Consumer expected at $225–$260 million and Industrial at $95–$105 million, reflecting the Sterno divestiture while remaining at or above prior expectations.
Compass Diversified Holdings has completed the sale of the food service business of its majority-owned subsidiary Sterno for an enterprise value of $292.5 million, following a pre-closing distribution of the Rimports home fragrance business, which remains majority owned by CODI.
After adjustments and allocations to Sterno’s non-controlling shareholders, CODI received approximately $280–282 million of proceeds at closing. The company plans to use these funds to repay senior secured debt and expects its senior secured net leverage ratio to fall below 1.0x as of June 30, 2026, thereby avoiding leverage-related fees. CODI also expects to record a gain on the sale in the quarter ending June 30, 2026 and has provided unaudited pro forma financials reflecting the divestiture.
Compass Diversified Holdings announced quarterly cash distributions on its three preferred share series for the first quarter of 2026. Holders of the 7.250% Series A Preferred Shares will receive a distribution of $0.453125 per share. Holders of the 7.875% Series B and 7.875% Series C Preferred Shares will each receive $0.4921875 per share.
These distributions cover the period from January 30, 2026 up to, but excluding, April 30, 2026, and are payable on April 30, 2026 to holders of record as of April 15, 2026. The company notes that preferred cash distributions generally qualify as “qualified dividends” for U.S. federal income tax purposes when paid from earnings and profits, with any excess treated first as a non-taxable return of capital and then as capital gain.
Compass Diversified agreed to sell the food service business of its majority-owned subsidiary Sterno to Archer Foodservice Partners for an enterprise value of $292.5 million, subject to customary adjustments. In 2025, the business generated subsidiary Adjusted EBITDA of about $30.3 million, including shared overhead that will remain after closing.
The company plans to use net proceeds to repay outstanding debt and expects its senior secured net leverage ratio to fall below 1.0x, helping avoid excess leverage fees beyond June 30, 2026. CODI will retain Sterno’s home fragrance operations, which will continue under the Rimports name. The transaction is subject to regulatory and other customary closing conditions and is expected to close in Q2 2026.
Compass Diversified Holdings reported changes to its Board of Directors. Alexander S. Bhathal notified the company of his decision to resign as a director effective February 28, 2026, citing other commitments and affirming that his resignation did not stem from any disagreement with the company or its Board.
Effective March 1, 2026, the Board increased its size from seven to eight members and elected Eugene Kim and Glenn Richter to fill the vacancy created by Mr. Bhathal’s resignation and the newly created seat. Both will serve until the next election of directors at the 2026 annual shareholders’ meeting.
Mr. Kim joined the Board’s Audit and Compensation Committees, while Mr. Richter joined the Audit and Nominating & Corporate Governance Committees. Each will be compensated in line with other non-management directors, and the company stated there are no related-party transactions requiring disclosure in connection with their appointments.
Compass Diversified reported fourth quarter and full year 2025 results, highlighting the impact of deconsolidating Lugano and the performance of its remaining subsidiaries. On a GAAP basis, full year 2025 net revenues were $1,873.6 million, up 4.8% from 2024, while net loss from continuing operations was $296.6 million compared with $327.8 million in 2024, including a $111.9 million loss on deconsolidation of Lugano.
Excluding Lugano, full year 2025 net revenues were $1,794.5 million, up 3.9% versus 2024, and Subsidiary Adjusted EBITDA was $345.8 million, an 8.8% increase, with Branded Consumer at $219.7 million and Industrial at $126.1 million. The company completed a sale-leaseback of selected Altor facilities, generating about $11 million in proceeds used to pay down debt, and announced an amended credit facility restoring full access to $100 million of revolver capacity and providing additional covenant flexibility.
As of December 31, 2025, Compass Diversified held $68.0 million in cash and cash equivalents and had approximately $96 million in revolver availability. For 2026, it issued Subsidiary Adjusted EBITDA guidance of $345.0 million to $395.0 million, with Branded Consumer expected between $220.0 million and $260.0 million and Industrial between $125.0 million and $135.0 million, and emphasized a continued focus on profitable growth and deleveraging.
Compass Group Diversified Holdings LLC amended its long-standing management services agreement with Compass Group Management LLC on February 23, 2026. This new Eighth Amended and Restated Management Services Agreement updates how management fees, services, and responsibilities are handled.
The Manager must repay previously over-paid management fees on scheduled payment dates unless the Company consents otherwise. The Company may still choose to pay new quarterly management fees while an overpayment balance exists, if those Company-paid amounts accrue interest agreed by both parties. If the Company outsources certain services to third parties, those services are removed from the Manager’s scope and the management fee is reduced dollar-for-dollar by the related outsourced fees.
The amendment also tightens governance and authority. Individuals seconded from the Manager must work substantially full-time for the Company, and the Board can bar any person or entity from providing services based on its good faith judgment. Employees or appointees of the Manager cannot bind the Company without authorization, and the Manager will now indemnify the Company to substantially the same extent the Company indemnifies the Manager.
Compass Diversified Holdings and Compass Group Diversified Holdings LLC disclosed the timing and key deadlines for their 2026 annual shareholder meeting. The 2026 Annual Meeting of Shareholders of Compass Diversified Holdings is scheduled for May 21, 2026, after CODI was unable to hold an annual meeting during 2025.
Shareholder notices of director nominations and other proposals under CODI’s governing documents must be received between January 21, 2026 and February 20, 2026. Proposals seeking inclusion in the proxy materials under Rule 14a-8 must arrive by February 2, 2026, and shareholders intending to solicit proxies for their own director nominees under Rule 14a-19 must notify CODI by March 23, 2026.
Compass Diversified Holdings, together with Compass Group Diversified Holdings LLC, filed a current report to disclose that it has released consolidated operating results for the three and nine months ended September 30, 2025.
The results are presented in an earnings press release dated January 14, 2026, which is included as Exhibit 99.1 to the report. The filing also confirms that CODI’s common and preferred shares are listed on the New York Stock Exchange.
Compass Diversified Holdings reported that the New York Stock Exchange has notified it that it is out of compliance with NYSE corporate governance listing standards. The issue is that CODI did not hold an annual shareholder meeting during its 2025 fiscal year, as required under Section 302 of the NYSE Listed Company Manual.
The company explains that the missed meeting stemmed from the need to complete a restatement of its financial statements for the fiscal years ended December 31, 2024, 2023 and 2022, and the resulting delay in filing its amended Form 10-K for the year ended December 31, 2024. CODI filed this Amended Annual Report with the SEC on December 8, 2025.
CODI states that it intends to hold an annual meeting as soon as practicable in order to regain NYSE compliance. Until it does so, CODI will appear on the NYSE’s list of non-compliant issuers and a ".BC" (below compliance) indicator will be added to its ticker symbols.
Compass Diversified Holdings and Compass Group Diversified Holdings LLC disclosed that CODI will pay regular quarterly distributions on its preferred shares. The distributions cover the period from October 30, 2025 up to, but excluding, January 30, 2026 for the 7.250% Series A Preferred Shares, 7.875% Series B Preferred Shares, and 7.875% Series C Preferred Shares. These distributions are payable on January 30, 2026 to holders of record as of January 15, 2026. The companies also reference a press release providing further details, which is filed as an exhibit.
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.
Compass Diversified Holdings and Compass Group Diversified Holdings LLC filed an update stating that on December 29, 2025 they issued a press release detailing consolidated operating results for the three and six months ended June 30, 2025. The press release, which contains the actual financial figures and commentary, is included as Exhibit 99.1 to this report.
The companies list their common and preferred equity securities as trading on the New York Stock Exchange under the symbols CODI, CODI PR A, CODI PR B and CODI PR C. This filing mainly serves to formally furnish the earnings release as part of their ongoing reporting obligations.
Compass Diversified Holdings and its operating LLC amended their main credit agreement on December 19, 2025 through a Fifth Amendment and related transaction letter with Bank of America and lenders. The lenders agreed to waive certain past events of default tied to financial covenants and issues related to subsidiary Lugano Holding, Inc., which has filed for Chapter 11 protection in Delaware. Revolving commitments revert to $100,000,000, and loan interest margins now vary with the consolidated total leverage ratio.
The Company must use 100% of net cash from any asset dispositions or deleveraging transactions to repay debt and provide rolling 13-week cash flow forecasts every two weeks, including a separate Lugano cash flow budget. Management fees are capped at $15,000,000 per quarter, and most restricted payments over $10,000,000 per quarter require leverage at or below 4.50:1.00. If leverage is not less than 4.50:1.00 at specified quarter-ends from June 30, 2026 through March 31, 2027, the Company must pay milestone fees rising from $5,000,000 to $9,500,000.
Compass Diversified Holdings and its affiliate Compass Group Diversified Holdings LLC filed a Quarterly Report on Form 10‑Q for the fiscal quarter ended March 31, 2025. They also furnished a press release that discusses consolidated operating results for the three months ended March 31, 2025, which is attached as an exhibit to this current report.
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.
Compass Diversified Holdings (CODI) and its affiliated LLC reported that they filed an amended Annual Report on Form 10‑K/A for the year ended December 31, 2024. The amendment includes restated audited consolidated financial statements for year-end 2024, 2023 and 2022, as well as restated unaudited financial information for each interim period within those years. This means previously issued financial statements for three fiscal years and related quarters have been revised. The companies also issued a press release describing these matters, which is attached as an exhibit to this report.
Compass Diversified Holdings (CODI) and its operating company entered a Fifth Forbearance Agreement with their bank group on November 24, 2025, extending lender forbearance on defaults tied to subsidiary Lugano’s issues until December 19, 2025. The agreement requires CODI to operate under a 13‑week cash budget, limits weekly cash outflows to no more than $1 million above budget, and allows Restricted Payments only if liquidity remains at least $10,000,000. Lenders will continue to honor revolving loan requests, but total revolving exposure, including letters of credit, is capped at $60 million. CODI must deliver restated audited financials for 2024 and any other restated years by December 5, 2025. The company notes Lugano’s Chapter 11 filing and warns that failure to obtain waivers or further relief from lenders would likely have a material adverse effect on its business, financial condition, and results of operations.
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.
Compass Diversified Holdings reported that its subsidiary Lugano Holding, Inc. and certain subsidiaries filed for protection under Chapter 11 of the U.S. Bankruptcy Code in Delaware on November 17, 2025. At Lugano’s request, and subject to Bankruptcy Court approval, the company will enter into a credit agreement to provide debtor-in-possession financing of up to $12,000,000, including any roll-up of prepetition amounts Lugano already owes the company. The company also highlights ongoing risks tied to an Audit Committee investigation, potential restatements, internal control weaknesses, lender concessions, NYSE listing compliance, and related litigation, emphasizing that actual outcomes could differ materially from current expectations.
Compass Diversified (CODI) entered a Fourth Forbearance Agreement and Fourth Amendment to its credit agreement on November 7, 2025. Lenders agreed to refrain from exercising remedies for specified Lugano-related events of default until the earliest of several triggers, including 11:59 p.m. Eastern on November 24, 2025 and failure to deliver required financials to the NYSE by November 19, 2025.
During the forbearance period, CODI must operate under a 13‑week cash budget; weekly total cash disbursements may not exceed projections by more than $1 million. Revolving credit extensions will be honored as term SOFR loans with a 2.50% per annum applicable rate, provided total revolving exposure (including letters of credit) does not exceed $60 million.
The agreement permits Restricted Payments if included in the budget and after such payments CODI maintains at least $10,000,000 in qualifying cash plus availability. CODI must deliver restated audited financials for FY 2024 (and any other periods restated) and monthly financials for June–September 2025 by November 24, 2025. Amendments also provide greater flexibility to dispose of Lugano assets and provide financing to Lugano. CODI notes failure to obtain waivers or further relief would likely have a material adverse effect.
Compass Diversified Holdings (CODI) reported that its lenders under the Third Amended and Restated Credit Agreement agreed to extend to November 10, 2025 the deadline for delivery of certain restated financial statements, as specified in the Third Forbearance Agreement dated October 10, 2025.
The company stated that no other amendments, waivers, or modifications were made to the Credit Agreement. The filing also includes cautionary language about ongoing review matters, noting forward‑looking statements related to the Audit Committee’s investigation, potential restatements, internal controls, and related risks.
Compass Diversified Holdings (CODI) disclosed that it delayed filing its quarterly report and has stated non-reliance on its 2024 financial statements due to identified irregularities in sales, cost of sales, inventory, and accounts receivable at subsidiary Lugano Holding, Inc. The company previously notified its lenders of potential defaults and entered successive forbearance agreements that paused lender remedies while CODI investigates and restates financials.
The most recent agreement (the Third Forbearance Agreement) dated October 10, 2025 extends forbearance through the earliest of certain events or November 24, 2025, requires delivery of restated audited 2024 financials and June 30, 2025 monthly financials by October 24, 2025, and conditions access to revolving credit to a $60,000,000 exposure cap and an acceptable 13-week Forbearance Budget. The agreement allows Restricted Payments only if post-action liquidity is at least $10,000,000. The description here is a summary; the full Third Forbearance Agreement is filed as Exhibit 10.1.
Compass Diversified Holdings and Compass Group Diversified Holdings LLC entered into second supplemental indentures on September 9, 2025 for their 5.250% senior notes due 2029 and 5.000% senior notes due 2032. These changes allow special payment-in-kind, or non-cash, increases to note principal instead of cash payments.
The company will make a one-time fixed PIK payment of $17.50 per $1,000 of principal on September 17, 2025 to holders of record on September 16, 2025, and an additional 5.00% per annum interest PIK payment for each day from August 1, 2025 through the earlier of October 24, 2025 or the delivery of restated audited financials for 2022–2024 and unaudited first-quarter 2025 results. The filing also highlights ongoing Audit Committee investigations, potential financial restatements, internal control issues, NYSE listing compliance risks, and possible litigation or regulatory actions related to these matters.
Compass Diversified Holdings (CODI) disclosed that it previously indicated non-reliance on its 2024 financial statements and later expanded that to include 2022 and 2023 due to identified concerns and irregularities at subsidiary Lugano Holding, Inc. The company has been in regular communication with holders of its 5.250% 2029 notes and 5.000% 2032 notes about potential defaults under the indentures. To allow time to complete restatements for 2022–2024 and file Q1 and Q2 2025 reports, CODI entered a Forbearance Agreement on August 29, 2025 with certain supporting holders and the trustee, under which specified defaults will be forborne through the earlier of several defined termination events, including October 24, 2025, unless extended.
Compass Diversified (CODI) has signed a Second Forbearance Agreement and Third Amendment to its credit facility dated 25 Jul 2025.
- Lenders will refrain from exercising remedies related to accounting-driven Lugano Events of Default until the earliest of: (a) 24 Oct 2025 23:59 ET; or (b) specified additional defaults or covenant breaches.
- During this period CODI can draw up to $60 million in revolving loans (term SOFR + 2.50%, 1-month tenor); an extra $10 million may be approved by majority lenders.
- Company may make dividends or other Restricted Payments if post-payment liquidity is ≥ $10 million.
- Management fees to Compass Group Management LLC capped at $5 million per quarter.
The extension gives CODI time to finish restating 2024 results, investigate Lugano irregularities and negotiate permanent waivers. Management warns there is no assurance on restatement timing or future lender relief; failure could materially harm business, liquidity and NYSE listing status.
Compass Diversified Holdings (NYSE: CODI) announced that financial statements for fiscal years 2022, 2023, and 2024 should no longer be relied upon due to significant accounting irregularities discovered at its subsidiary, Lugano Holding.
Key developments:
- An internal investigation, initiated in April 2025, revealed unrecorded financing arrangements and irregularities in sales, cost of sales, inventory, and accounts receivable at Lugano
- The Audit Committee, working with outside legal counsel, forensic accountants, and Grant Thornton LLP, expects to report one or more material weaknesses in internal control
- Investigation does not currently affect other operating segments of the company
- Company cannot yet estimate the financial impact or timing for completion of investigation and restatements
This material event raises significant concerns about financial reporting reliability and internal controls. The company is working with advisors to complete the investigation and calculate the impact on previously issued financial statements. Trading implications may be significant as investors reassess three years of financial data.