Business Context and Reporting Period
This Form 8-K Current Report was filed by Compass Diversified Holdings (CODI) and Compass Group Diversified Holdings LLC on January 2, 2026. The filing addresses a regulatory compliance issue with the New York Stock Exchange (NYSE) regarding corporate governance standards.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on listing compliance status.
Material Changes and Events
- NYSE Non-Compliance: On January 2, 2026, CODI received notice from the NYSE that it is non-compliant with Section 302 of the Listed Company Manual, which mandates an annual shareholder meeting each fiscal year.
- Reason for Non-Compliance: CODI failed to hold an annual meeting for the 2025 fiscal year due to delays in restating financial statements for the fiscal years ended December 31, 2024, 2023, and 2022.
- Reporting Status: The company filed its Amended Annual Report (Form 10-K) for the fiscal year ended December 31, 2024, with the SEC on December 8, 2025.
- Market Indicator: Until compliance is regained, a ".BC" (below compliance) indicator will be appended to CODI's ticker symbols on the NYSE.
Outlook, Risks, and Management Commentary
Management intends to hold an annual meeting as soon as practicable to regain compliance with NYSE listing standards. The filing includes a cautionary statement regarding forward-looking statements, highlighting risks such as further delays in financial reporting, the ability to hold an annual meeting, and potential litigation related to the investigation of Lugano Holding, Inc.
Investor Verification Checklist
- Verify the date and content of the Amended Annual Report (Form 10-K) filed on December 8, 2025, to understand the scope of the financial restatements.
- Monitor the NYSE listing status for the ".BC" indicator and any updates regarding the scheduling of the annual shareholder meeting.
- Review disclosures regarding the investigation of Lugano Holding, Inc., as this is cited as a material risk factor.
- Confirm the timeline for the next annual meeting to assess the duration of the non-compliance period.