Current Report · Items 1.01, 7.01, 9.01 · 8-K
Compass Diversified Holdings
CODINYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement On July 12, 2026, Compass Group Diversified Holdings LLC (the “Company”) and Compass Group Management LLC (the “Manager”) entered into the Ninth Amended and Restated Management Services Agreement (the “Ninth MSA”), which amends and restates the Eighth Amended and Restated Management Services Agreement between the Company and the Manager.…
Filed Jul 13, 2026Accepted Jul 13, 2026, 6:11 AM EDTCIK 1345126Accession 0001345126-26-000054
Company context
CODI has consistently executed its strategy of owning and managing a diverse set of middle-market businesses. CODI leverages its permanent capital base and long-term, disciplined approach to maintain controlling ownership interests in each of its subsidiaries and maximize 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.
Current securities
Disclosure sections
Items 1.01, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
On July 12, 2026, Compass Group Diversified Holdings LLC (the “Company”) and Compass Group Management LLC (the “Manager”) entered into the Ninth Amended and Restated Management Services Agreement (the “Ninth MSA”), which amends and restates the Eighth Amended and Restated Management Services Agreement between the Company and the Manager. The Ninth MSA revises the management fee and incentive compensation structure effective January 1, 2027, as described below.
The terms of the Ninth MSA were approved by the Compensation Committee and by the Nominating and Corporate Governance Committee (as a related-party transaction), each composed solely of independent directors, and were approved by the Board of Directors. Directors affiliated with the Manager did not participate in the Board's negotiation, consideration or approval of the Ninth MSA.
Beginning in 2027, the annual base management fee will equal 1.25% of the first $3.0 billion of Adjusted Net Assets (as defined in the Ninth MSA), 1.125% of Adjusted Net Assets between $3.0 billion and $5.0 billion and 1.0% of Adjusted Net Assets above $5.0 billion. The 2027 base management fee will be capped at $30.0 million.
The existing incentive management fee structure will be replaced by an annual Share Alignment Award, equal to 0.125% of the Company's Average Adjusted Net Assets for the preceding fiscal year, and an annual Performance-Based Award, with a target opportunity of the same amount. For 2027, the Share Alignment Award will be paid in cash, and the Performance-Based Award will track the value of CODI common shares and be settled in cash. The Performance-Based Award will be based 70% on CODI’s total shareholder return relative to the S&P SmallCap 600 Index, with target performance at the 60th percentile and subject to a requirement that absolute total shareholder return for the period not be negative and, for 2027, a $17.25 dividend-adjusted stock-price threshold, and 30% on Company-level adjusted EBITDA objectives established by the Compensation Committee.
For fiscal years after 2027, the parties intend to seek shareholder approval of an equity-based structure for the Share Alignment Award and the Performance-Based Award. For any year in which the awards remain cash-based, aggregate management fees will not exceed the amount that would have been payable under the fee provisions of the Eighth Amended and Restated Management Services Agreement, with payment of any excess deferred in accordance with the Ninth MSA.
The Ninth MSA also requires the Manager to maintain share ownership guidelines for senior Manager personnel who provide material services to the Company and confirms that amounts paid or payable under the Ninth MSA will be subject to the Company’s Dodd-Frank clawback policy if and to the extent applicable.
The management fee provisions of the Eighth Amended and Restated Management Services Agreement will remain in effect through December 31, 2026, and the revised management fee provisions of the Ninth MSA will become effective January 1, 2027.
The foregoing description of the Ninth MSA does not purport to be complete and is qualified in its entirety by reference to the Ninth MSA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Section 7 Regulation FD
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On July 13, 2026, CODI issued a press release announcing its entry into the Ninth MSA. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.