Compass Diversified SEC Filings

Compass Diversified Holdings and Compass Group Diversified Holdings LLC filed Amendment No. 1 to their Annual Report for the year ended December 31, 2024, restating audited consolidated financial statements for 2024, 2023 and 2022 and all interim periods within those years. The company directs investors to rely only on the financial information and disclosures in this amended report and future filings, not on previously issued reports, press releases or presentations covering those periods.

The restatement follows an Audit Committee–led internal investigation into the financing, accounting and inventory practices of Lugano Holding, Inc., a subsidiary and operating segment, assisted by outside legal counsel and a forensic accounting firm. The filing highlights extensive forward‑looking risk factors, including litigation related to financial statement representations, potential additional material weaknesses in internal control over financial reporting, lenders’ ability to accelerate indebtedness that "could jeopardize our ability to continue as a going concern," and the possibility that an intercompany loan to Lugano may be subject to loss.

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.

American Century filed an amended Schedule 13G/A reporting beneficial ownership in Compass Diversified Holdings (CODI) common stock. As of 09/30/2025, American Century Investment Management, Inc., American Century Companies, Inc., and the Stowers Institute for Medical Research each reported 4,957,634 shares, representing 6.6% of the class. For these filers, sole voting power was 4,775,275 shares and sole dispositive power was 4,957,634 shares.

American Century Capital Portfolios, Inc. reported 3,265,000 shares, or 4.3% of the class, with sole voting and dispositive power over the same number of shares. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

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) filed a Form 12b-25 to announce a late Form 10-Q for the quarter ended September 30, 2025. The company says it cannot file on time without unreasonable effort or expense due to an ongoing Audit Committee investigation previously disclosed and the need to restate financial statements for fiscal years 2022, 2023, and 2024.

CODI does not anticipate filing the Q3 2025 report within the five-calendar day extension. The company also plans to complete its financial statements for the quarters ended March 31, 2025 and June 30, 2025 and will file those Quarterly Reports as soon as reasonably practicable.

CODI indicated a significant change in results of operations is expected for Q3 2025 versus the prior-year period, but it cannot provide an estimate at this time because Q3 2024 results are subject to restatement.

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.

The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership in Compass Diversified Holdings (CODI). Vanguard reported 2,830,635 shares, representing 3.76% of the common stock as of 09/30/2025.

The filing lists 0 shares with sole voting power and 108,926 with shared voting power. It reports 2,682,263 shares with sole dispositive power and 148,372 with shared dispositive power. Vanguard is identified as an investment adviser (IA), and certifies the holdings were acquired and are held in the ordinary course and not to change or influence control.

The filing notes Vanguard’s clients have rights to dividends or sale proceeds tied to these securities, and no individual client has an interest exceeding 5% of the class.