Compass Diversified SEC Filings

Compass Diversified Holdings filed an initial insider ownership report on Form 3 for Glenn R. Richter. The filing does not list any transactions, share holdings, or derivative positions for this reporting person, serving mainly as a baseline regulatory disclosure of insider status.

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 Holdings filed its annual report describing a challenging year marked by an internal accounting investigation at subsidiary Lugano, restated financial statements for 2022–2024, and Lugano’s Chapter 11 filing and deconsolidation in November 2025. The company incurred significant professional fees, entered multiple waivers and forbearance arrangements on its 2022 Credit Facility and senior notes, and paid $38.2 million of paid‑in‑kind interest to noteholders. Common share cash distributions totaling $0.50 per share for 2025 were later suspended in light of these matters, though preferred share distributions continued. Despite these issues, Compass continues to own a diversified portfolio of branded consumer and industrial businesses such as 5.11, BOA, PrimaLoft, The Honey Pot Co., Altor Solutions, Arnold, and Sterno, funded through a mix of revolvers, term loans, senior notes, and at‑the‑market equity programs.

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.

ADW Capital filed a Schedule 13D on Compass Diversified Holdings, disclosing beneficial ownership of 5,750,000 shares, or 7.6% of the company. This total includes 2,000,000 shares that may be acquired within 60 days through call options.

The group, led by ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden, spent approximately $24,322,975 to buy 3,750,000 shares and about $4,700,000 on call options referencing 2,000,000 shares. They also entered into sold call options on 2,000,000 shares.

ADW states it believes the shares were undervalued and, in a February 24, 2026 open letter to Compass Diversified’s board, called for an immediate strategic review and orderly liquidation of the company. The letter includes analysis supporting potential liquidation value in excess of $26.00 per share.

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 weak Q3 2025 results. Net revenues were $472.6 million while the company posted a net loss of $87.2 million, deeper than the prior‑year loss. For the first nine months, revenue reached $1.41 billion with a net loss of $214.9 million.

Interest expense remained heavy and all long‑term borrowings are classified as current, with current debt of $1.88 billion helping bring total current liabilities to $2.60 billion against total equity of $318.4 million.

The company states there is “substantial doubt” about its ability to continue as a going concern due to past covenant noncompliance under its 2022 Credit Facility and the risk of failing amended covenants when they are next tested after year‑end 2025. The report also incorporates restated prior‑period results following an internal investigation at subsidiary Lugano and shows year‑to‑date negative operating cash flow of $53.8 million.