Form 8-K
8-K — Compass Diversified Holdings
Accession: 0001345126-26-000041
Filed: 2026-05-06
Period: 2026-05-06
CIK: 0001345126
SIC: 2510 (HOUSEHOLD FURNITURE)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — codi-20260506.htm (Primary)
EX-99.1 (exhibit991earningsreleaseq.htm)
GRAPHIC — CODI LOGO (codilogo2025a.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: codi-20260506.htm · Sequence: 1
codi-20260506
0001345126false00013451262026-05-062026-05-060001345126codi:SharesRepresentingBeneficialInterestsInCompassDiversifiedHoldingsMember2026-05-062026-05-060001345126codi:SeriesAPreferredSharesRepresentingSeriesATrustPreferredInterestInCompassDiversifiedHoldingsMember2026-05-062026-05-060001345126codi:SeriesBPreferredSharesRepresentingSeriesBTrustPreferredInterestInCompassDiversifiedHoldingsMember2026-05-062026-05-060001345126codi:SeriesCPreferredSharesRepresentingSeriesCTrustPreferredInterestInCompassDiversifiedHoldingsMemberDomain2026-05-062026-05-06
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): May 6, 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: (203) 221-1703
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 Class Trading Symbol(s) Name of Each Exchange on Which Registered
Shares representing beneficial interests in Compass Diversified Holdings CODI New York Stock Exchange
Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings CODI PR A New York Stock Exchange
Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings CODI PR B New York Stock Exchange
Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings CODI PR C New 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 2 Financial Information
Item 2.02 Results of Operations and Financial Condition
On May 6, 2026, Compass Diversified Holdings (NYSE: CODI) and Compass Group Diversified Holdings LLC (collectively “CODI”) issued a press release announcing its consolidated operating results for the three months ended March 31, 2026. A copy of the press release is furnished within this report as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
99.1
Earnings Release of CODI dated May 6, 2026
104 Cover 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: May 6, 2026 COMPASS 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: May 6, 2026 COMPASS GROUP DIVERSIFIED HOLDINGS LLC
By: /s/ Stephen Keller
Stephen Keller
Chief Financial Officer
EX-99.1
EX-99.1
Filename: exhibit991earningsreleaseq.htm · Sequence: 2
Document
Exhibit 99.1
Compass Diversified Reports First Quarter 2026 Financial Results
Westport, Conn., May 6, 2026 – Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, announced today its consolidated operating results for the three months ended March 31, 2026 and filed its Quarterly Report on Form 10-Q for the period.
"The first quarter of 2026 was a quarter of execution, with strong subsidiary performance led by our Consumer vertical, and a meaningful divestiture at an attractive valuation,” said Elias Sabo, Chief Executive Officer of Compass Diversified. “We are delivering against the priorities we laid out for shareholders at the beginning of the year."
Sabo continued, “A single quarter does not make a turnaround. Trust is earned through consistent execution, and that is what we expect to deliver for shareholders going forward.”
On November 16, 2025, CODI deconsolidated Lugano Holding, Inc. ("Lugano"). Accordingly, CODI’s GAAP results for the three months ended March 31, 2026 do not include Lugano’s operating results. Certain non-GAAP results and their associated growth rates are presented excluding Lugano’s 2025 results to facilitate comparisons of year-over-year performance for our remaining subsidiaries.
Each of CODI’s subsidiaries represents an operating segment. For ease of presentation, CODI has grouped its operating segments into Branded Consumer and Industrial groups for certain results described below. Subsidiary details are available in the appendix.
Financial Summary – (GAAP)
Q1 2026 (GAAP)
•Net revenues were $426.9 million, down 5.9% vs Q1 2025
•Net loss from continuing operations was $30.8 million vs $49.8 million in Q1 2025
Financial Summary – (non-GAAP)
Q1 2026 (non-GAAP – Excluding Lugano in the prior year period)
•Net revenues were $426.9 million, flat to Q1 2025
▪Branded Consumer: $257.0 million, up 2.3% vs Q1 2025
▪Industrial: $169.9 million, down 3.3% vs Q1 2025
•Subsidiary Adjusted EBITDA was $83.9 million, up 6.3% vs Q1 2025
▪Branded Consumer: $59.4 million, up 11.6% vs Q1 2025
▪Industrial: $24.4 million, down 4.5% vs Q1 2025
Recent Business Updates
•Completed the sale of Sterno’s food service business for an enterprise value of $292.5 million, with net proceeds used to repay outstanding debt.
•The Sterno transaction generated proceeds to CODI of approximately $280 million, reducing senior secured indebtedness below 1.0x, sufficient to avoid second quarter milestone fees associated with excess leverage under the Company’s senior secured credit arrangements, as of June 30, 2026.
Liquidity and Capital Resources
As of March 31, 2026, CODI had approximately $65.2 million in cash and cash equivalents and approximately $100 million in revolver availability.
2026 Outlook
The Company is updating its fiscal 2026 financial guidance to reflect the sale of Sterno's food service business. The updated guidance is at or above the expectations set at the start of the year, adjusting for the divested business.
2026 Outlook
High Low
(in millions)
Subsidiary Adjusted EBITDA
Branded Consumer $ 225.0 $ 260.0
Industrial $ 95.0 $ 105.0
Subsidiary Adjusted EBITDA $ 320.0 $ 365.0
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, CODI has not reconciled 2026 Subsidiary Adjusted EBITDA to its comparable GAAP measure because it does not provide guidance on Income (Loss) from Continuing Operations and because management cannot predict, with sufficient certainty, all of the inputs necessary to provide such a reconciliation. For the same reasons, CODI is unable to address the probable significance of the unavailable information, which could be material to future results.
Conference Call
In conjunction with this announcement, CODI will host a conference call on May 6, 2026, at 5:00 p.m. E.T. / 2:00 p.m. PT with the Company’s Chief Executive Officer, Elias Sabo and the Company’s Chief Financial Officer, Stephen Keller. A live webcast of the call will be available on the Investor Relations section of CODI’s website. To avoid delays, we encourage participants to log into the webcast 15 minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time on the Company’s website.
Note Regarding Use of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted Earnings (Loss) are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Income (Loss) from Continuing Operations and Adjusted Earnings (Loss) to Net Income (Loss) on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings (Loss). Unless the context indicates otherwise, Subsidiary Adjusted EBITDA disclosed in the body of the press release exclude Lugano, a deconsolidated subsidiary of the Company, and corporate expenses. We believe that Adjusted EBITDA and Adjusted Earnings (Loss) provide useful information to investors and reflect important financial measures as each of Adjusted EBITDA and Adjusted Earnings (Loss) excludes the effects of items that reflect the impact of long-term investment decisions, rather than the performance of near-term operations. When compared to Net Income (Loss) and Income (Loss) from Continuing Operations, Adjusted Earnings (Loss) and Adjusted EBITDA, respectively, are each limited in that they do not reflect the periodic costs of certain capital assets used in generating revenues of our businesses or the non-cash charges associated with impairments, as well as
certain cash charges. The presentation of Adjusted EBITDA allows investors to view the performance of our businesses in a manner similar to the methods used by us and the management of our businesses, provides additional insight into our operating results and provides a measure for evaluating targeted businesses for acquisition. The presentation of Adjusted Earnings (Loss) provides insight into our operating results. As used in the body of this press release, Subsidiary Adjusted EBITDA refers to the sum of Adjusted EBITDA for the applicable period attributable to each consolidated subsidiary of the Company, excluding Lugano and disregarding corporate expense, unless the context indicates otherwise. Where excluded, we believe the exclusion of Lugano provides investors with a more accurate record of year-over-year performance for our remaining subsidiaries
Net Revenues (excluding Lugano) is defined as net revenues excluding Lugano. Net Revenues (excluding Lugano) is reconciled to Net Revenues. We consider Net Revenues to be the most directly comparable GAAP financial measure to Net Revenues (excluding Lugano). We believe that Net Revenues (excluding Lugano) provides useful information to investors and reflects important financial measures as it helps investors evaluate the performance of our remaining subsidiaries.
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2026 Adjusted EBITDA or 2026 Subsidiary Adjusted EBITDA to its comparable GAAP measure because we do not provide guidance on Net Income (Loss) from Continuing Operations or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.
Adjusted EBITDA, Adjusted Earnings, Subsidiary Adjusted EBITDA (excluding Lugano) and Net Revenues (excluding Lugano) are not meant to be a substitute for GAAP measures and may be different from or otherwise inconsistent with non-GAAP financial measures used by other companies.
About Compass Diversified
CODI leverages its permanent capital base and long-term disciplined approach, maintaining controlling ownership interests in each of its subsidiaries and maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and seeks to generate strong returns through its culture of transparency, alignment and accountability.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, CODI’s expectations regarding its Adjusted EBITDA, subsidiary Adjusted EBITDA and its future performance, liquidity and leverage, and the future performance of CODI’s subsidiaries. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believe,” “expect,” “may,” “could,” “would,” “plan,” “intend,” “estimate,” “predict,” “future,” “potential,” “continue,” “should” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These statements are based on management’s current expectations, estimates, forecasts and assumptions and information available to management as of the date of this press release. These statements involve risks and uncertainties that could cause actual results and outcomes to differ, perhaps materially, including but not limited to: changes in the economy, financial markets and political environment, including changes in inflation, interest rates and U.S. tariff and import/export regulations; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, war, natural disasters, or social, civil or political unrest; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); environmental risks affecting the business or operations of our subsidiaries; disruption in the global supply chain, labor shortages and labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to
successfully complete and integrate, acquisitions that we have made or may make; the ability to successfully complete divestitures that we may execute; the dependence of our future success on the general economy and its impact on the industries in which we operate; the ability of our subsidiaries to achieve their objectives; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our subsidiaries; CODI’s ability to regain compliance with NYSE continued listing requirements; the cooperation of, and future concessions granted by, CODI’s lenders; control deficiencies identified or that may be identified in the future that will result in material weaknesses in CODI’s internal control over financial reporting; the results of the Lugano bankruptcy proceedings, including the amount and timing of any recoveries on CODI’s claims against Lugano and the risk that CODI’s secured position may be challenge; and litigation relating to the Lugano investigation, including CODI’s representations regarding its financial statements, and current and future litigation, enforcement actions or investigations relating to CODI’s internal controls, restatement reviews, the Lugano investigation or related matters. Please see CODI’s Annual Report on Form 10-K filed with the SEC on February 27, 2026 for other risk factors that you should consider in connection with such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements have been made. Except as required by law, CODI does not undertake any public obligation to update any forward-looking statements to reflect events, circumstances, or new information after the date of this press release, or to reflect the occurrence of unanticipated events.
Investor Relations
Compass Diversified
irinquiry@compassdiversified.com
Compass Diversified Holdings
Condensed Consolidated Balance Sheets
March 31, 2026 December 31, 2025
(in thousands) (Unaudited)
Assets
Current assets
Cash and cash equivalents $ 60,747 $ 68,015
Accounts receivable, net 190,282 202,887
Inventories, net 375,337 404,102
Prepaid expenses and other current assets 63,835 78,398
Due from related parties 11,487 20,757
Due from unconsolidated affiliate 71,000 71,000
Current assets held for sale 131,610 —
Total current assets 904,298 845,159
Property, plant and equipment, net 190,799 209,742
Goodwill 830,902 895,421
Intangible assets, net 839,578 892,811
Due from unconsolidated affiliate 26,000 26,000
Other non-current assets 172,267 170,051
Total assets $ 2,963,844 $ 3,039,184
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses $ 220,935 $ 259,600
Current portion, long-term debt 41,250 37,500
Other current liabilities 48,131 52,519
Current liabilities held for sale 28,669 —
Total current liabilities 338,985 349,619
Deferred income taxes 98,865 104,189
Long-term debt 1,818,998 1,839,817
Other non-current liabilities 176,600 171,896
Total liabilities 2,433,448 2,465,521
Stockholders' equity
Total stockholders' equity attributable to Holdings 400,705 442,024
Noncontrolling interest 128,396 131,639
Noncontrolling interest held for sale 1,295 —
Total stockholders' equity 530,396 573,663
Total liabilities and stockholders’ equity $ 2,963,844 $ 3,039,184
Compass Diversified Holdings
Consolidated Statements of Operations
(Unaudited)
Three Months Ended March 31,
(in thousands, except per share data) 2026 2025
Net sales $ 426,855 $ 453,775
Cost of sales 237,497 257,743
Gross profit 189,358 196,032
Operating expenses:
Selling, general and administrative expense 132,010 150,377
Management fees 15,934 18,863
Amortization expense 22,844 23,351
Impairment expense 20,500 —
Operating income (loss) (1,930) 3,441
Other income (expense):
Interest expense, net (27,495) (35,851)
Amortization of debt issuance costs (2,047) (1,125)
Other income (expense), net 7,705 (13,681)
Net loss from continuing operations before income taxes (23,767) (47,216)
Provision for income taxes 7,064 2,538
Loss from continuing operations (30,831) (49,754)
Gain on sale of discontinued operations 157 44
Net loss (30,674) (49,710)
Less: Net income (loss) from continuing operations attributable to noncontrolling interest 85 (19,717)
Net loss attributable to Holdings $ (30,759) $ (29,993)
Amounts attributable to Holdings
Loss from continuing operations $ (30,916) $ (30,037)
Gain on sale of discontinued operations, net of income tax 157 44
Net loss attributable to Holdings $ (30,759) $ (29,993)
Basic income (loss) per common share attributable to Holdings
Continuing operations $ (0.62) $ (0.59)
Discontinued operations — —
$ (0.62) $ (0.59)
Basic weighted average number of common shares outstanding 75,236 75,236
Compass Diversified Holdings
Net Income (Loss) to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA
(Unaudited)
Three Months Ended March 31,
(in thousands, except per share amounts) 2026 2025
Net loss $ (30,674) $ (49,710)
Gain on sale of discontinued operations, net of tax 157 44
Net loss from continuing operations $ (30,831) $ (49,754)
Less: income (loss) from continuing operations attributable to noncontrolling interest 85 (19,717)
Net loss attributable to Holdings - continuing operations $ (30,916) $ (30,037)
Adjustments:
Distributions paid - preferred shares (9,714) (8,434)
Amortization expense - intangibles and inventory step up 22,844 23,351
Impairment expense 20,500 —
Stock compensation 2,559 4,012
Integration services fee — 875
Other 646 1,546
Adjusted Earnings (Loss) $ 5,919 $ (8,687)
Plus (less):
Depreciation expense 11,902 12,301
Income tax provision 7,064 2,538
Interest expense 27,495 35,851
Amortization of debt issuance costs 2,047 1,125
Income (loss) from continuing operations attributable to noncontrolling interest 85 (19,717)
Distributions paid - preferred shares 9,714 8,434
Other (income) expense (7,705) 13,681
Adjusted EBITDA $ 56,521 $ 45,526
Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended March 31, 2026
(Unaudited)
Corporate 5.11 BOA PrimaLoft THP Velocity Outdoor Altor Arnold Sterno Consolidated
Income (loss) from continuing operations $ (38,969) $ 4,869 $ 11,640 $ (21,408) $ 5,828 $ (2,534) $ 5,047 $ 5 $ 4,691 $ (30,831)
Adjusted for:
Provision (benefit) for income taxes — (265) 1,443 45 1,820 64 2,458 12 1,487 7,064
Interest expense, net 27,342 — — (7) 5 6 — 148 1 27,495
Intercompany interest (19,971) 3,001 2,828 3,691 1,913 1,416 3,883 2,117 1,122 —
Depreciation and amortization 1,445 6,326 5,267 5,325 4,153 1,395 6,584 2,784 3,514 36,793
EBITDA (30,153) 13,931 21,178 (12,354) 13,719 347 17,972 5,066 10,815 40,521
Other (income) expense 2,801 32 23 5 (56) (79) (10,336) (1) (94) (7,705)
Non-controlling shareholder compensation — 600 999 318 280 5 124 26 207 2,559
Impairment expense — — — 20,500 — — — — — 20,500
Other (1)
— — — — — — 536 — 110 646
Adjusted EBITDA
$ (27,352) $ 14,563 $ 22,200 $ 8,469 $ 13,943 $ 273 $ 8,296 $ 5,091 $ 11,038 $ 56,521
(1) Other represents non-recurring operating expenses that are included by management in the calculation of Adjusted EBITDA when analyzing monthly operating results of our subsidiaries.
Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended March 31, 2025
(Unaudited)
Corporate 5.11 BOA Lugano PrimaLoft THP Velocity Outdoor Altor Arnold Sterno Consolidated
Income (loss) from continuing operations $ (8,764) $ 3,906 $ 8,243 $ (51,634) $ (437) $ 1,754 $ (4,167) $ (228) $ (1,606) $ 3,179 $ (49,754)
Adjusted for:
Provision (benefit) for income taxes — 1,144 1,166 (256) 394 419 44 13 (1,383) 997 2,538
Interest expense, net 26,843 1 (1) 8,875 (7) (2) (1) — 143 — 35,851
Intercompany interest (39,893) 3,344 3,984 15,375 4,129 2,602 1,421 4,854 1,915 2,269 —
Depreciation and amortization 74 5,772 5,248 1,593 5,315 4,160 1,369 7,192 2,578 3,476 36,777
EBITDA (21,740) 14,167 18,640 (26,047) 9,394 8,933 (1,334) 11,831 1,647 9,921 25,412
Other (income) expense 14 105 63 13,515 1 (3) (127) 215 (2) (100) 13,681
Non-controlling shareholder compensation — 545 1,346 916 549 25 105 245 4 277 4,012
Integration services fee — — — — — 875 — — — — 875
Other (1)
— — — — — — — 562 915 69 1,546
Adjusted EBITDA
$ (21,726) $ 14,817 $ 20,049 $ (11,616) $ 9,944 $ 9,830 $ (1,356) $ 12,853 $ 2,564 $ 10,167 $ 45,526
(1) Other represents non-recurring operating expenses that are included by management in the calculation of Adjusted EBITDA when analyzing monthly operating results of our subsidiaries. In the current year, the calculation of Adjusted EBITDA for Arnold includes the add-back of certain expenses that have been incurred related to the relocation of two of Arnold's facilities in the United States and severance costs related to chief executive officer at Arnold. For Altor, other includes the add-back of certain expenses incurred related to restructuring of their facilities after the acquisition of Lifoam.
Compass Diversified Holdings
Non-GAAP Adjusted EBITDA
(Unaudited)
Three Months Ended March 31,
(in thousands) 2026 2025
Branded Consumer
5.11 $ 14,563 $ 14,817
BOA 22,200 20,049
Lugano — (11,616)
PrimaLoft 8,469 9,944
The Honey Pot Co. 13,943 9,830
Velocity Outdoor 273 (1,356)
Total Branded Consumer $ 59,448 $ 41,668
Niche Industrial
Altor Solutions 8,296 12,853
Arnold Magnetics 5,091 2,564
Sterno 11,038 10,167
Total Niche Industrial $ 24,425 $ 25,584
Total Subsidiary Adjusted EBITDA (1)
83,873 67,252
Corporate expense
(27,352) (21,726)
Total Adjusted EBITDA $ 56,521 $ 45,526
(1) Total Subsidiary Adjusted EBITDA for the three months ended March 31, 2026 includes the Adjusted EBITDA amount for Lugano, which was was deconsolidated on November 16, 2025. Total Branded Consumer Adjusted EBITDA for the three months ended March 31, 2025 excluding Lugano is $53.3 million, and total Subsidiary Adjusted EBITDA excluding Lugano is $78.9 million.
Compass Diversified Holdings
Net Sales to Non-GAAP Net Sales (excluding Lugano) Reconciliation
(unaudited)
Three Months Ended March 31,
(in thousands) 2026 2025
Net Sales $ 426,855 $ 453,775
Less: Lugano net sales — $ (26,845)
Net Sales excluding Lugano $ 426,855 $ 426,930
Compass Diversified Holdings
Subsidiary Net Sales
(unaudited)
Three Months Ended March 31,
(in thousands) 2026 2025
Branded Consumer
5.11 $ 123,972 $ 129,370
BOA 52,107 48,877
Lugano — 26,845
PrimaLoft 21,916 23,645
The Honey Pot 45,159 36,191
Velocity Outdoor 13,826 13,201
Total Branded Consumer (1)
$ 256,980 $ 278,129
Niche Industrial
Altor Solutions $ 64,642 $ 76,257
Arnold Magnetics 40,183 34,008
Sterno 65,050 65,381
Total Niche Industrial $ 169,875 $ 175,646
Total Subsidiary Net Sales $ 426,855 $ 453,775
(1) Reconciliation of Total Branded Consumer Net Sales and Total Subsidiary Net Sales excluding Lugano:
Three months ended March 31,
(in thousands) 2026 2025
Total Branded Consumer $ 256,980 $ 278,129
Less: Lugano — (26,845)
Total Branded Consumer 256,980 251,284
Industrial $ 169,875 $ 175,646
Total Subsidiary Net Sales (excluding Lugano) $ 426,855 $ 426,930
Compass Diversified Holdings
Condensed Consolidated Cash Flows
(unaudited)
Three Months Ended March 31,
(in thousands) 2026 2025
Net cash provided by (used in) operating activities $ 23,914 $ (29,348)
Net cash provided by (used in) investing activities 6,226 (12,922)
Net cash provided by (used in) financing activities (32,809) 128,240
Foreign currency impact on cash (163) 606
Net increase (decrease) in cash and cash equivalents (2,832) 86,576
Cash and cash equivalents - beginning of the period 68,015 59,659
Cash and cash equivalents - end of the period $ 65,183 $ 146,235
Compass Diversified Holding
Selected Financial Data - Cash Flows
(unaudited)
Three Months Ended March 31,
(in thousands) 2026 2025
Changes in operating assets and liabilities $ 7,720 $ (12,571)
Purchases of property and equipment $ (5,107) $ (13,100)
Distributions paid - common shares $ — $ (18,809)
Distributions paid - preferred shares $ (9,714) $ (8,434)
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v3.26.1
Cover Document
May 06, 2026
Document Information [Line Items]
Entity Central Index Key
0001345126
Entity Emerging Growth Company
false
Written Communications
false
Entity Incorporation, State or Country Code
DE
Document Period End Date
May 06, 2026
Entity File Number
001-34927
Entity Tax Identification Number
57-6218917
Entity Registrant Name
COMPASS DIVERSIFIED HOLDINGS
Entity Address, Address Line One
301 Riverside Avenue
Entity Address, Address Line Two
Second Floor
Entity Address, City or Town
Westport
Entity Address, State or Province
CT
Entity Address, Postal Zip Code
06880
City Area Code
203
Local Phone Number
221-1703
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Amendment Flag
false
Document Type
8-K
Shares Representing Beneficial Interests In Compass Diversified Holdings [Member]
Document Information [Line Items]
Title of 12(b) Security
Shares representing beneficial interests in Compass Diversified Holdings
Trading Symbol
CODI
Security Exchange Name
NYSE
Series A Preferred Shares Representing Series A Trust Preferred Interest In Compass Diversified Holdings [Member]
Document Information [Line Items]
Title of 12(b) Security
Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings
Trading Symbol
CODI PR A
Security Exchange Name
NYSE
Series B Preferred Shares Representing Series B Trust Preferred Interest In Compass Diversified Holdings [Member]
Document Information [Line Items]
Title of 12(b) Security
Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings
Trading Symbol
CODI PR B
Security Exchange Name
NYSE
Series C Preferred Shares Representing Series C Trust Preferred Interest In Compass Diversified Holdings [Member] [Domain]
Document Information [Line Items]
Title of 12(b) Security
Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings
Trading Symbol
CODI PR C
Security Exchange Name
NYSE
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Area code of city
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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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Address Line 1 such as Attn, Building Name, Street Name
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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
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Indicate if registrant meets the emerging growth company criteria.
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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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