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Compass Diversified Holdings

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

CODI$11.93+0.6%Stored close · as of Nov 10, 2026

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Contents

Report of Independent Registered Public Accounting Firm

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, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, 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 26, 2026 expressed an adverse opinion.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of management’s going concern analysis

As described further in note B to the consolidated financial statements, management performed an evaluation of the Company’s ability to comply with its debt covenants and meet its obligations as they become due over the twelve months following the issuance of the consolidated financial statements, including forecasted future financial results which requires significant judgment and estimation. We identified management’s going concern analysis as a critical audit matter.

The principal consideration for our determination that management’s going concern analysis is a critical audit matter is that evaluating the appropriateness of the significant assumptions and estimates used in the financial forecasts supporting the analysis requires a high degree of auditor judgment, as well as an increased extent of effort.

Our audit procedures related to management’s going concern analysis included the following, among others:

We evaluated management’s forecasts, including the reasonableness of revenue growth rates, operating margins, and cash flows, as well as other assumptions used in the Company’s evaluation of forecasted covenant compliance for the Company’s 2022 credit facility. We also evaluated management’s forecasted liquidity positions and ability to meet its obligations as they become due for the twelve months following the issuance of the consolidated financial statements.

We evaluated management’s historical ability to forecast revenues, operating margins and growth rates and compared management's forecasts to (1) historical results, (2) management’s business plans, and (3) forecasted information in industry reports and the peer groups of certain of the Company’s subsidiaries.

We performed sensitivity analyses, primarily over forecasted EBITDA and indebtedness, to evaluate the impact changes in these assumptions have on the Company’s forecasted covenant compliance, liquidity positions and ability to meet its obligations for the twelve months following the issuance of the consolidated financial statements.

Goodwill – PrimaLoft reporting unit

As described further in note H to the consolidated financial statements, the Company performed a quantitative goodwill impairment assessment as of March 31, 2025 on its PrimaLoft reporting unit. This reporting unit had goodwill totaling $232.5 million as of March 31, 2025. We identified the Company’s quantitative goodwill impairment assessment for the PrimaLoft reporting unit as a critical audit matter.

The principal consideration for our determination that the quantitative impairment assessment for the PrimaLoft reporting unit is a critical audit matter is that the determination of the reporting unit’s fair value required management to make significant estimates and assumptions related to forecasted revenues, market multiples 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 evaluated management’s historical ability to forecast revenue and compared management’s forecasts 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 market multiples 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 26, 2026

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