コンパスダイバーシファイドの適時開示・決算・その他

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): February 26, 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 On February 26, 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 and twelve months ended December 31, 2025.

Section 2 Financial Information

Item 2.02 Results of Operations and Financial Condition.

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						Press Release, dated February 26, 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: February 26, 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: February 26, 2026	COMPASS GROUP DIVERSIFIED HOLDINGS LLC

	By:	/s/ Stephen Keller

		Stephen Keller
		Chief Financial Officer

EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Document

Exhibit 99.1

Compass Diversified Reports Fourth Quarter and Full Year 2025 Financial Results

Westport, Conn., February 26, 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 and full year ended December 31, 2025.

“2025 was a challenging year as we navigated the Lugano investigation and completed the related restatement. Despite this, our operating companies, excluding Lugano, delivered solid performance in 2025, reflecting the strength of our diversified subsidiaries and our ability to perform across a range of economic conditions,” said Elias Sabo, CEO of Compass Diversified. “We remain focused on driving profitable growth while continuing to deleverage.”

Sabo continued, “Despite ongoing macro uncertainty, we are confident in our ability to generate top and bottom-line growth in 2026 for our remaining subsidiary companies. Our focus is on rebuilding investor confidence by creating consistent, long-term shareholder value through our differentiated business model, strong operating subsidiaries, and permanent capital base.”

On November 16, 2025, CODI deconsolidated Lugano Holding, Inc. ("Lugano"). GAAP results include Lugano’s operating results through that date and include a loss on deconsolidation of $111.9 million. Certain non-GAAP results excluding Lugano are also presented to help investors evaluate the performance of 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.

Financial Summary – Including Lugano (GAAP)

Q4 2025 (GAAP – As reported)

•Net revenues were $468.6 million, down 5.1% vs Q4 2024

•Net loss from continuing operations was $79.4 million, compared to $70.5 million in Q4 2024

Full Year 2025 (GAAP – As reported)

•Net revenues were $1,873.6 million, up 4.8% vs 2024

◦Branded Consumer: $1,114.1 million, up 5.2% vs 2024

◦Industrial: $759.5 million, up 4.1% vs 2024

•Net loss from continuing operations was $296.6 million, compared to $327.8 million in 2024

◦Branded Consumer: net loss from continuing operations of $129.1 million compared to $309.5 million in 2024 ◦Industrial: net income from continuing operations of $12.6 million compared to $17.3 million in 2024

Financial Summary – Excluding Lugano (non-GAAP)

Q4 2025 (excluding Lugano, non-GAAP)

•Net revenues were $460.4 million, down 2.2% vs Q4 2024

•Subsidiary adjusted EBITDA was $88.8 million, up 18.4% vs Q4 2024

Full Year 2025 (excluding Lugano, non-GAAP)

•Net revenues were $1,794.5 million, up 3.9% vs 2024

◦Branded Consumer: $1,035.0 million, up 3.7% vs 2024

◦Industrial: $759.5 million, up 4.1% vs 2024

•Subsidiary Adjusted EBITDA was $345.8 million, up 8.8% vs 2024

◦Branded Consumer: $219.7 million, up 13.8% vs 2024

◦Industrial: $126.1 million, up 1.1% vs 2024

Recent Business Updates

•Completed sale-leaseback of selected Altor facilities, generating approximately $11 million in proceeds used to pay down debt

•Announced Amended Credit Facility

◦Restoring full access to $100 million of revolver capacity

◦Providing additional covenant flexibility to enable compliant deleveraging

Liquidity and Capital Resources

As of December 31, 2025, CODI had approximately $68.0 million in cash and cash equivalents and approximately $96 million in revolver availability.

2026 Outlook

The Company provides the following fiscal 2026 financial guidance:


	2026 Outlook
	Low		High

Subsidiary Adjusted EBITDA
Branded Consumer	$	220.0	$	260.0
Industrial	$	125.0	$	135.0
Subsidiary Adjusted EBITDA	$	345.0	$	395.0

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 or 2026 Adjusted EBITDA to their 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 February 26, 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 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 this press release, Subsidiary Adjusted EBITDA refers to the sum of Adjusted EBITDA for the applicable period attributable to each and every consolidated subsidiary of the Company, excluding Lugano and disregarding corporate expense, unless the context indicates otherwise.

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 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 beliefs and assumptions by CODI’s Board of Directors and management, and on information currently available to CODI’s Board of Directors and management. 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; 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 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.

Compass Diversified Investor Relations

irinquiry@compassdiversified.com

Compass Diversified Holdings

Condensed Consolidated Balance Sheets



(in thousands)	December 31, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	68,015	$	59,659
Accounts receivable, net	202,887		207,172
Inventories, net	404,102		571,248
Prepaid expenses and other current assets	78,398		126,692
Due from related parties	20,757		—
Due from unconsolidated affiliate	71,000		—
Total current assets	845,159		964,771
Property, plant and equipment, net	209,742		244,746
Goodwill	895,421		895,916
Intangible assets, net	892,811		983,396
Due from unconsolidated affiliate, long-term	26,000		—
Other non-current assets	170,051		208,593
Total assets	$	3,039,184	$	3,297,422

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	96,335	$	103,239
Accrued expenses	163,265		318,476

Due to related parties	—		18,036
Current portion, long-term debt	37,500		1,774,290
Subsidiary financing arrangements	—		169,765
Other current liabilities	52,519		49,617
Total current liabilities	349,619		2,433,423
Deferred income taxes	104,189		108,091
Long-term debt	1,839,817		—
Other non-current liabilities	171,896		225,334
Total liabilities	2,465,521		2,766,848
Stockholders' equity
Total stockholders' equity attributable to Holdings	442,024		678,620
Noncontrolling interest	131,639		(148,046)
Total stockholders' equity	573,663		530,574
Total liabilities and stockholders’ equity	$	3,039,184	$	3,297,422

Compass Diversified Holdings

Consolidated Statements of Operations



	Three months ended December 31,				Year ended December 31,
(in thousands, except per share data)	2025		2024		2025		2024
Net revenues	$	468,557	$	493,929	$	1,873,584	$	1,788,013
Cost of revenues	266,453		303,280		1,059,192		1,037,594
Gross profit	202,104		190,649		814,392		750,419
Operating expenses:
Selling, general and administrative expense	168,870		166,257		660,674		587,521
Management fees	(36,174)		19,453		17,937		74,767
Amortization expense	23,434		23,500		93,156		94,817
Impairment expense	—		—		31,515		8,182
Operating income (loss)	45,974		(18,561)		11,110		(14,868)
Other income (expense):
Interest expense, net	(38,602)		(36,319)		(175,270)		(122,802)
Amortization of debt issuance costs	(1,130)		(1,004)		(4,052)		(4,018)
Loss on deconsolidation of Lugano	(111,876)		—		(111,876)		—
Loss on sale of Crosman	—		—		—		(24,218)
Loss on debt extinguishment	—		—		(2,827)		—
Other income (expense), net	(353)		(17,451)		(14,664)		(143,304)
Net loss before income taxes	(105,987)		(73,335)		(297,579)		(309,210)
Provision for income taxes	(26,604)		(2,863)		(945)		18,612
Loss from continuing operations	(79,383)		(70,472)		(296,634)		(327,822)
Loss from discontinued operations, net of income tax	—		(7,006)		—		(6,905)
Gain on sale of discontinued operations	580		8,612		2,906		11,957
Net loss	(78,803)		(68,866)		(293,728)		(322,770)
Less: Net loss attributable to noncontrolling interest	(7,613)		(23,545)		(67,313)		(111,025)
Less: Net loss from discontinued operations attributable to noncontrolling interest	—		(1,721)		—		(2,884)
Net loss attributable to Holdings	$	(71,190)	$	(43,600)	$	(226,415)	$	(208,861)

Basic income (loss) per common share attributable to Holdings
Continuing operations	$	(1.21)	$	(0.75)	$	(3.63)	$	(3.94)
Discontinued operations	0.01		2.45		0.04		0.11
	$	(1.20)	$	1.70	$	(3.59)	$	(3.83)

Basic weighted average number of common shares outstanding	75,236		75,505		75,236		75,454

Cash distributions declared per Trust common share	$	—	$	0.25	$	0.50	$	1.00

Compass Diversified Holdings

Net Income to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA

(unaudited)



	Three months ended December 31,				Year ended December 31,
(in thousands)	2025		2024		2025		2024
Net loss	$	(78,803)	$	(68,866)	$	(293,728)	$	(322,770)
Loss from discontinued operations	—		(7,006)		—		(6,905)
Gain on sale of discontinued operations	580		8,612		2,906		11,957
Loss from continuing operations	$	(79,383)	$	(70,472)	$	(296,634)	$	(327,822)
Less: loss from continuing operations attributable to noncontrolling interest	(7,613)		(23,545)		(67,313)		(111,025)
Net loss attributable to Holdings - continuing operations	$	(71,770)	$	(46,927)	$	(229,321)	$	(216,797)
Adjustments:
Distribution paid - preferred shares	(9,714)		(6,967)		(37,577)		(25,458)
Amortization expense - intangibles and inventory step up	23,434		25,106		93,156		100,112
Impairment expense	—		—		31,515		8,182
Loss on deconsolidation of Lugano	111,876		—		111,876		—
Loss on sale of Crosman	—		—		—		24,218
Tax effect - loss on sale of Crosman	—		—		—		7,254
Stock compensation	3,854		4,057		16,128		16,345
Acquisition expenses	—		1,872		—		5,351
Integration Services Fee	—		875		875		2,625
Other	6,694		11,820		15,191		13,188
Adjusted Earnings	$	64,374	$	(10,164)	$	1,843	$	(64,980)
Plus (less):
Depreciation	11,065		12,642		45,312		43,889
Income taxes	(26,604)		(2,863)		(945)		18,612
Interest expense, net	38,602		36,319		175,270		122,802
Amortization of debt issuance	1,130		1,004		4,052		4,018
Noncontrolling interest	(7,613)		(23,545)		(67,313)		(111,025)
Preferred distributions	9,714		6,967		37,577		25,458
Loss on debt modification	—		—		2,827		—
Tax effect - Loss on Sale of Crosman	—		—		—		(7,254)
Other expense (income)	354		17,451		14,664		143,304
Adjusted EBITDA	$	91,022	$	37,811	$	213,287	$	174,824

Compass Diversified Holdings

Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation

Three Months Ended December 31, 2025

(Unaudited)



(in thousands)	Corporate		5.11		BOA		Lugano		PrimaLoft		THP		Velocity Outdoor		Altor Solutions		Arnold		Sterno		Consolidated
Net income (loss) from continuing operations	$	(74,817)	9,863		6,296		$	(20,700)	$	(4,757)	$	1,876	$	(712)	$	(7,563)	$	211	$	10,920	$	(79,383)
Adjusted for:
Provision (benefit) for income taxes	(30,653)		3,188		1,761		—		(2,556)		98		(136)		(1,545)		543		2,696		(26,604)
Interest expense, net	36,170		(5)		(1)		2,493		(4)		2		(7)		(160)		114		—		38,602
Intercompany interest	(30,930)		3,655		3,202		8,284		3,975		2,159		1,548		4,174		2,157		1,776		—

Depreciation and amortization	(3,251)		5,298		5,396		3,838		5,357		4,156		1,427		6,723		2,889		3,797		35,630
EBITDA	(103,481)		21,999		16,654		(6,085)		2,015		8,291		2,120		1,629		5,914		19,189		(31,755)
Other (income) expense	—		71		85		(521)		2		(50)		(1,267)		2,172		(45)		(94)		353
Non-controlling shareholder compensation	—		678		1,333		310		594		430		5		110		54		340		3,854


Loss on deconsolidation	111,876		—		—		—		—		—		—		—		—		—		111,876
Other (1)	—		—		—		—		667		945		1,280		3,478		213		111		6,694
Adjusted EBITDA	$	8,395	$	22,748	$	18,072	$	(6,296)	$	3,278	$	9,616	$	2,138	$	7,389	$	6,136	$	19,546	$	91,022

Compass Diversified Holdings

Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation

Three Months Ended December 31, 2024

(Unaudited)



(in thousands)	Corporate		5.11		BOA		Lugano		PrimaLoft		THP		Velocity Outdoor		Altor Solutions		Arnold		Sterno		Consolidated
Net income (loss) from continuing operations	$	(8,045)	2,040		4,543		$	(57,564)	$	(5,314)	$	(1,997)	$	(1,483)	$	(441)	$	(9,138)	$	6,927	$	(70,472)
Adjusted for:
Provision (benefit) for income taxes	(2,095)		(266)		1,042		(137)		(2,010)		(305)		(264)		(912)		(196)		2,280		(2,863)
Interest expense, net	29,134		(11)		(5)		7,130		(55)		(24)		(1)		—		151		—		36,319
Intercompany interest	(41,740)		3,252		4,409		15,596		4,390		2,725		1,635		5,159		1,808		2,766		—

Depreciation and amortization	51		5,536		5,343		1,528		5,331		4,163		1,363		9,303		2,511		3,623		38,752
EBITDA	(22,695)		10,551		15,332		(33,447)		2,342		4,562		1,250		13,109		(4,864)		15,596		1,736
Other (income) expense	(2)		(46)		489		18,146		176		8		(1,177)		24		—		(167)		17,451
Non-controlling shareholder compensation	—		499		1,331		775		559		517		(153)		247		5		277		4,057

Acquisition expenses	—		—		—		—		—		—		—		1,872		—		—		1,872
Integration services fee	—		—		—		—		—		875		—		—		—		—		875
Other (1)	—		—		—		—		—		—		1,500		696		9,546		78		11,820
Adjusted EBITDA	$	(22,697)	$	11,004	$	17,152	$	(14,526)	$	3,077	$	5,962	$	1,420	$	15,948	$	4,687	$	15,784	$	37,811

Compass Diversified Holdings

Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation

Year ended December 31, 2025

(Unaudited)



(in thousands)	Corporate		5.11		BOA		Lugano		PrimaLoft		THP		Velocity Outdoor		Altor Solutions		Arnold		Sterno		Consolidated
Net income (loss) from continuing operations	$	(180,185)	$	28,255	$	28,952	$	(175,353)	$	(9,467)	$	4,661	$	(6,125)	$	(7,071)	$	(7,184)	$	26,883	$	(296,634)
Adjusted for:
Provision (benefit) for income taxes	(21,052)		8,656		5,557		(255)		(3,067)		944		(95)		(1,168)		1,715		7,820		(945)
Interest expense, net	151,576		(8)		(4)		23,339		(26)		(6)		1		(160)		558		—		175,270
Intercompany interest	(152,618)		14,565		14,437		56,644		16,155		9,530		6,552		18,154		8,343		8,238		—
Loss on debt modification	2,827		—		—		—		—		—		—		—		—		—		2,827
Depreciation and amortization	(3,535)		22,044		21,145		7,631		21,307		16,631		5,517		26,510		10,951		14,319		142,520
EBITDA	(202,987)		73,512		70,087		(87,994)		24,902		31,760		5,850		36,265		14,383		57,260		23,038
Other (income) expense	13		(323)		308		12,495		22		(32)		(1,745)		4,349		(20)		(403)		14,664
Non-controlling shareholder compensation	—		2,416		5,422		2,495		2,347		1,256		132		836		66		1,158		16,128
Impairment expense	—		—		—		31,515		—				—		—		—		—		31,515
Loss on deconsolidation	111,876		—		—		—		—		—		—		—		—		—		111,876
Integration services fee	—		—		—		—		—		875		—		—		—		—		875
Other (1)	—		—		—		—		667		945		1,280		9,421		2,487		391		15,191
Adjusted EBITDA	$	(91,098)	$	75,605	$	75,817	$	(41,489)	$	27,938	$	34,804	$	5,517	$	50,871	$	16,916	$	58,406	$	213,287

(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 costs related to the retirement of the 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

Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation

Year ended December 31, 2024

(Unaudited)



(in thousands)	Corporate		5.11		BOA		Lugano		PrimaLoft		THP		Velocity Outdoor		Altor Solutions		Arnold		Sterno		Consolidated
Net income (loss) from continuing operations	$	(35,634)	$	20,634	$	20,791	$	(275,730)	$	(10,575)	$	(9,761)	$	(54,851)	$	5,635	$	(2,969)	$	14,638	$	(327,822)
Adjusted for:
Provision (benefit) for income taxes	(2,095)		4,526		4,962		904		(3,741)		(2,894)		6,810		2,280		2,986		4,874		18,612
Interest expense, net	106,414		(14)		(21)		16,122		(70)		(52)		52		—		371		—		122,802
Intercompany interest	(157,585)		13,366		20,125		56,013		17,916		10,552		9,255		10,771		7,121		12,466		—

Depreciation and amortization	675		22,734		21,594		5,391		21,318		18,974		8,042		21,553		9,265		18,473		148,019
EBITDA	(88,225)		61,246		67,451		(197,300)		24,848		16,819		(30,692)		40,239		16,774		50,451		(38,389)
Other (income) expense	460		40		511		139,623		181		3		24,557		2,746		(9)		(590)		167,522
Non-controlling shareholder compensation	—		2,129		5,683		2,437		2,382		1,674		403		988		18		631		16,345
Impairment expense	—		—		—		—		—				8,182		—		—		—		8,182
Acquisition expenses	—		—		—		—		—		3,479		—		1,872		—		—		5,351
Integration services fee	—		—		—		—		—		2,625		—		—		—		—		2,625
Other	—		—		—		—		—		90		1,500		696		10,426		476		13,188
Adjusted EBITDA	$	(87,765)	$	63,415	$	73,645	$	(55,240)	$	27,411	$	24,690	$	3,950	$	46,541	$	27,209	$	50,968	$	174,824

Compass Diversified Holdings

Adjusted EBITDA

(Unaudited)



	Three months ended December 31,				Year ended December 31,
(in thousands)	2025		2024		2025		2024

Branded Consumer
5.11	$	22,748	$	11,004	75,605		63,415
BOA	18,072		17,152		75,817		73,645
Lugano	(6,296)		(14,526)		(41,489)		(55,240)
PrimaLoft	3,278		3,077		27,938		27,411
The Honey Pot Co. (1)	9,616		5,962		34,804		24,690
Velocity Outdoor	2,138		1,420		5,517		3,950
Total Branded Consumer	$	49,556	$	24,089	$	178,192	$	137,871

Industrial
Altor Solutions	$	7,389	15,948		50,871		46,541
Arnold Magnetics	6,136		4,687		16,916		27,209
Sterno	19,546		15,784		58,406		50,968
Total Industrial	$	33,071	$	36,419	$	126,193	$	124,718
Corporate expense	8,395		(22,697)		(91,098)		(87,765)
Total Adjusted EBITDA	$	91,022	$	37,811	$	213,287	$	174,824



(1)						The above results for The Honey Pot Co. do not include management's estimate of Adjusted EBITDA, before the Company's ownership of $3.9 million for the year ended December 31, 2024. The Honey Pot Co. was acquired on January 31, 2024.

Compass Diversified Holdings

Net Sales to Non-GAAP Net Sales (excluding Lugano) Reconciliation

(unaudited)



	Three months ended December 31,				Year ended December 31,
(in thousands)	2025		2024		2025		2024

Net Sales	$	468,557	$	493,929	$	1,873,584	$	1,788,013
Less: Lugano net sales	(8,146)		(23,358)		(79,113)		(60,445)
Net Sales excluding Lugano	$	460,411	$	470,571	$	1,794,471	$	1,727,568

Compass Diversified Holdings

Subsidiary Net Sales

(unaudited)



	Three months ended December 31,				Year ended December 31,
(in thousands)	2025		2024		2025		2024
Branded Consumer
5.11	$	147,793	$	144,768	$	551,845	$	532,161
BOA	49,303		48,141		190,489		190,811
Lugano (1)	8,146		23,358		79,113		60,445
PrimaLoft	14,719		12,708		76,512		74,226
The Honey Pot (2)	35,973		28,697		139,689		104,589
Velocity Outdoor	18,962		19,008		76,416		96,427
Total Branded Consumer (3)	$	274,896	$	276,680	$	1,114,064	$	1,058,659

Industrial
Altor Solutions	63,635		81,323		303,021		239,069
Arnold Magnetics	40,841		41,292		150,967		171,837
Sterno	89,185		94,634		305,532		318,448
Total Industrial	$	193,661	$	217,249	$	759,520	$	729,354

Total Subsidiary Net Sales (3)	$	468,557	$	493,929	$	1,873,584	$	1,788,013

(1) Lugano net sales for the three months and year ended December 31, 2025 are through November 16, 2025, on which date Lugano was deconsolidated.

(2) Net sales for The Honey Pot Co. do not include net sales prior to the Company's ownership of $10.7 million in the year ended December 31, 2024. The Honey Pot Co. was acquired on January 31, 2024.

(3) Reconciliation of Total Branded Consumer Net Sales and Total Subsidiary Net Sales excluding Lugano:


	Three months ended December 31,				Year ended December 31,
(in thousands)	2025		2024		2025		2024
Total Branded Consumer	$	274,896	$	276,680	$	1,114,064	$	1,058,659
Less: Lugano	(8,146)		(23,358)		(79,113)		(60,445)
Total Branded Consumer	266,750		253,322		1,034,951		998,214
Industrial	$	193,661	$	217,249	$	759,520	$	729,354
Total Subsidiary Net Sales (excluding Lugano)	$	460,411	$	470,571	$	1,794,471	$	1,727,568

Compass Diversified Holdings

Condensed Consolidated Cash Flows


	Three months ended December 31,				Year ended December 31,
(in thousands)	2025		2024		2025		2024

Net cash provided by (used in) operating activities	$	47,002	$	(16,106)	$	(6,830)	$	(151,086)
Net cash used in investing activities	(9,528)		(70,199)		(42,614)		(422,450)
Net cash provided by (used in) financing activities	(30,967)		75,811		55,088		184,064
Foreign currency impact on cash	369		(1,727)		2,712		(1,278)
Net increase (decrease) in cash and cash equivalents	6,876		(12,221)		8,356		(390,750)
Cash and cash equivalents - beginning of the period (1)	61,139		71,880		59,659		450,409
Cash and cash equivalents - end of the period	$	68,015	$	59,659	$	68,015	$	59,659

(1) Includes cash from discontinued operations of $3.8 million at January 1, 2024.