Compass Diversified Holdings (NYSE: CODI) investor pushes liquidation

Rhea-AI Filing Summary

ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden report beneficial ownership of 14,500,000 Shares of Compass Diversified Holdings, representing 19.3 % of the class. This includes 10,750,000 Shares that may be acquired within 60 days through call options, based on 75,235,966 Shares outstanding as of May 1, 2026.

The investors describe a July 16, 2026 open letter to the board calling for an immediate strategic review process and orderly liquidation. The letter presents ADW Capital’s analysis that Compass Diversified could realize value in excess of $50 to $60 per share through sequenced asset sales and share repurchases.

Filing Explained

The amendment reports 14,500,000 shares with shared voting and dispositive power for the three ADW reporting persons, with zero sole power; 10,750,000 may be acquired through call options within 60 days, so acquisition of those shares is not disclosed.

Sources and calculations

• Schedule 13D/A Amendment No. 5 (2026-07-16)

Key Figures

Beneficial ownership: 14,500,000 Shares Percent of class: 19.3 % Options exercisable within 60 days: 10,750,000 Shares +3 more

6 metrics

Beneficial ownership 14,500,000 Shares Aggregate Shares beneficially owned by each reporting person

Percent of class 19.3 % Percent of class represented by 14,500,000 Shares

Options exercisable within 60 days 10,750,000 Shares Shares that may be acquired upon exercise of call options within 60 days

Shares outstanding 75,235,966 Shares Shares outstanding as of May 1, 2026, per the Issuer’s Form 10-Q

Implied value range $50 to $60 per share Value range cited in ADW Capital’s financial analysis in the July Letter

Letter date July 16, 2026 Date ADW Capital Partners, L.P. delivered its open letter to the board

Key Terms

beneficially owned, call options, strategic review process, orderly liquidation, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 14,500,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

call options financial

"may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Shares"

A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time. Think of it like a refundable reservation to purchase a stock later at today’s agreed price: investors use calls to profit from expected price rises with smaller upfront cost than buying the stock outright, or to hedge and manage exposure, while the most they can lose is the amount paid for the contract.

strategic review process financial

"called for the Issuer to immediately commence a strategic review process and orderly liquidation"

orderly liquidation financial

"commence a strategic review process and orderly liquidation of the Issuer to preserve value for shareholders"

Shares representing beneficial interests financial

"Title of Class of Securities: Shares representing beneficial interests in Compass Diversified Holdings"

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

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Available on EDGAR 07/16/2026 - 12:55 PM Accepted by SEC EDGAR 07/16/2026 - 12:55 PM Learn about SEC filing dates

FAQ

What ownership stake does ADW Capital report in Compass Diversified (CODI)?

ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden report beneficial ownership of 14,500,000 Shares of Compass Diversified Holdings, representing 19.3 % of the class, based on 75,235,966 Shares outstanding as of May 1, 2026.

How many CODI Shares in ADW Capital’s position come from call options?

The reported position includes 10,750,000 Shares that may be acquired within 60 days upon exercise of call options to purchase Shares. These option-linked Shares are included in the 14,500,000 total beneficially owned by the reporting persons.

What strategic actions is ADW Capital urging Compass Diversified (CODI) to take?

ADW Capital’s July 16, 2026 open letter calls for Compass Diversified to begin an immediate strategic review process and pursue an orderly liquidation, sequencing asset sales and conducting share repurchases in an effort to preserve and realize value for shareholders.

What per-share value range does ADW Capital’s analysis suggest for CODI?

In its July 16, 2026 letter, ADW Capital presents financial analysis that Compass Diversified could achieve value in excess of $50 to $60 per share through a sequencing of asset sales to streamline the company combined with share repurchases.

On what share count is the 19.3% CODI ownership calculation based?

The reported 19.3 % ownership of Compass Diversified is calculated using 75,235,966 Shares outstanding as of May 1, 2026, as cited from the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026.

Who are the reporting persons involved in the CODI stake disclosed by ADW Capital?

The reporting group consists of ADW Capital Partners, L.P., ADW Capital Management, LLC, and Adam D. Wyden. They report shared voting and dispositive power over 14,500,000 Shares of Compass Diversified Holdings, with no sole voting or dispositive power.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

COMPASS DIVERSIFIED HOLDINGS

(Name of Issuer)

Shares representing beneficial interests in Compass Diversified Holdings

(Title of Class of Securities)

20451Q104

(CUSIP Number)

C. Robert Bruner
2801 N. Harwood Street, Suite 2300
Dallas, TX, 75201
(214) 651-5231

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 20451Q104

1

Name of reporting person

ADW Capital Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,500,000.00

11

Aggregate amount beneficially owned by each reporting person

14,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The figures in Items 8, 10 and 11 include 10,750,000 Shares representing beneficial interests in Compass Diversified Holdings ("Shares") that may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Shares. The percentage in Item 13 is based upon 75,235,966 Shares outstanding as of May 1, 2026, according to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed by Compass Diversified Holdings (the "Issuer") with the U.S. Securities and Exchange Commission (the "SEC") on May 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 20451Q104

1

Name of reporting person

ADW Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,500,000.00

11

Aggregate amount beneficially owned by each reporting person

14,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.3 %

14

Type of Reporting Person (See Instructions)

HC, IA

Comment for Type of Reporting Person:

The figures in Items 8, 10 and 11 include 10,750,000 Shares that may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Shares. The percentage in Item 13 is based upon 75,235,966 Shares outstanding as of May 1, 2026, according to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed by the Issuer with the SEC on May 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 20451Q104

1

Name of reporting person

Adam D. Wyden

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,500,000.00

11

Aggregate amount beneficially owned by each reporting person

14,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The figures in Items 8, 10 and 11 include 10,750,000 Shares that may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Shares. The percentage in Item 13 is based upon 75,235,966 Shares outstanding as of May 1, 2026, according to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed by the Issuer with the SEC on May 6, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Shares representing beneficial interests in Compass Diversified Holdings
(b)	Name of Issuer: COMPASS DIVERSIFIED HOLDINGS
(c)	Address of Issuer's Principal Executive Offices: 301 Riverside Avenue, Second Floor, Westport, CONNECTICUT , 06880.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: "On July 16, 2026, ADW Capital Partners, L.P. delivered an open letter to the Issuer's board of directors (the "July Letter"). In the July Letter, ADW Capital Partners, L.P. called for the Issuer to immediately commence a strategic review process and orderly liquidation of the Issuer to preserve value for shareholders. The July Letter included ADW Capital Partners, L.P.'s financial analysis that the Issuer could achieve value in excess of $50 to $60 dollars per share through a sequencing of asset sales to streamline the Issuer in addition to share repurchases. The foregoing description of the July Letter is qualified in its entirety by the full text of the July Letter, which is attached hereto as Exhibit 99.4 and incorporated herein by reference."
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented as follows: "Exhibit 99.4 Letter to the Board of Directors of Compass Diversified Holdings, dated July 16, 2026 (filed herewith)."

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ADW Capital Partners, L.P.

Signature:	/s/ Adam D. Wyden
Name/Title:	Sole Manager of ADW Capital Management, LLC, its general partner
Date:	07/16/2026

ADW Capital Management, LLC

Signature:	/s/ Adam D. Wyden
Name/Title:	Sole Manager
Date:	07/16/2026

Adam D. Wyden

Signature:	/s/ Adam D. Wyden
Name/Title:	Adam D. Wyden
Date:	07/16/2026