Compass Diversified Holdings

Board of Directors and Stockholders'

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Compass Diversified Holdings (a Delaware trust) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 28, 2024 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill – PrimaLoft reporting unit

As described further in note H to the financial statements, the Company performed a quantitative goodwill impairment assessment as of December 31, 2023 on its PrimaLoft reporting unit. This reporting unit had goodwill totaling $290.3 million prior to impairment. We identified the Company’s quantitative goodwill impairment assessment for the PrimaLoft reporting unit as a critical audit matter.

The principal considerations for our determination that the quantitative goodwill impairment assessment for the PrimaLoft reporting unit is a critical audit matter are that the determination of the reporting unit’s fair value required management to make significant estimates and assumptions related to forecasted revenues and the discount rate used. This required a high degree of auditor judgment and an increased extent of effort, including the involvement of professionals with specialized skill and knowledge, in auditing these assumptions made by management.

Our audit procedures related to the quantitative impairment testing of the PrimaLoft reporting unit included the following, among others:

•We tested the design and operating effectiveness of controls relating to the determination of the reporting unit’s fair value, including controls over the development of revenue growth rate and discount rate assumptions, as well as the appropriateness of the valuation models used.

•We evaluated management’s historical ability to forecast revenue and compared those assumptions to (1) historical results, (2) management’s business plans, and (3) forecasted information in industry reports and companies in their respective peer group.

•With the assistance of our valuation specialists, we assessed the valuation methodologies utilized by management.

•We performed sensitivity analyses on the revenue and discount rate assumptions used to evaluate the impact changes in these assumptions have on management’s conclusion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2005.

New York, New York

February 28, 2024