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Compass Diversified Holdings

For the period ended Mar 31, 2025. Filed Dec 18, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Dec 18, 2025

CODI$11.86+4.9%Stored close · as of Nov 9, 2026

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

Or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

(Exact name of registrant as specified in its charter)

Delaware001-3492757-6218917
(State or other jurisdiction ofincorporation or organization)(Commissionfile number)(I.R.S. employeridentification number)

COMPASS GROUP DIVERSIFIED HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware001-3492620-3812051
(State or other jurisdiction ofincorporation or organization)(Commissionfile number)(I.R.S. employeridentification number)

301 Riverside Avenue, Second Floor, Westport, CT 06880

(Address of principal executive office)

(203) 221-1703

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Shares representing beneficial interests in Compass Diversified HoldingsCODINew York Stock Exchange
Series A Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR ANew York Stock Exchange
Series B Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR BNew York Stock Exchange
Series C Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR CNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated filer¨Non-accelerated filer¨
Smaller reporting company☐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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of December 15, 2025, there were 75,235,966 Trust common shares of Compass Diversified Holdings outstanding.

QUARTERLY REPORT ON FORM 10-Q

For the period ended March 31, 2025

TABLE OF CONTENTS

PageNumber
FORWARD-LOOKING STATEMENTS4
PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)
CONDENSED CONSOLIDATED BALANCE SHEETS7
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS8
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)9
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY10
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS13
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS54
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK81
ITEM 4.CONTROLS AND PROCEDURES81
PART II. OTHER INFORMATION82
ITEM 1.LEGAL PROCEEDINGS82
ITEM 1A.RISK FACTORS82
ITEM 6.EXHIBITS83
SIGNATURES86

NOTE TO READER

In reading this Quarterly Report on Form 10-Q, references to:

the “Trust” and “Holdings” refer to Compass Diversified Holdings;

the “LLC” refers to Compass Group Diversified Holdings LLC;

the "Company" refers to Compass Diversified Holdings and Compass Group Diversified Holdings LLC, collectively;

“businesses”, “operating segments”, “subsidiaries” and “reporting units” all refer to, collectively, the businesses controlled by the Company;

the “Manager” refers to Compass Group Management LLC (“CGM”);

the "Trust Agreement" refers to the Third Amended and Restated Trust Agreement of the Trust dated as of August 3, 2021, as further amended;

the "2022 Credit Facility" refers to the third amended and restated credit agreement entered into on July 12, 2022, as further amended, among the LLC, the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and letter of credit issuer (the "agent")

the "2022 Revolving Credit Facility" refers to the $600 million in revolving loans, swing line loans and letters of credit provided by the 2022 Credit Facility that matures in 2027;

the "2022 Term Loan" refers to the $400 million term loan provided by the 2022 Credit Facility, plus the additional $200 million term loan provided pursuant to a First Incremental Facility Amendment dated as of January 9, 2025 (“First Amendment”), plus up to $100 million delay draw term loan that could be drawn and provided pursuant to the First Amendment;

the "LLC Agreement" refers to the Sixth Amended and Restated Operating Agreement of the Company dated as of August 3, 2021, as further amended;

the “Management Services Agreement” or “MSA” refer to the Management Services Agreement with CGM effective May 16, 2006, as amended; and

"we," "us" and "our" refer to the Trust, the Company and the businesses together.

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