Form 8-K Filing by Compass Diversified Holdings

Compass Diversified Holdings, through its subsidiary Compass Group Diversified Holdings LLC, has entered into a Fifth Amendment to Credit Agreement and Limited Waiver Agreement and a Fifth Amendment Transaction Letter with Bank of America, N.A. The Fifth Amendment waives certain events of default, including those related to financial covenants and subsidiary Lugano Holding, Inc.'s investigation. The aggregate revolving commitments revert to $100,000,000, and interest rates for SOFR and base rate loans are adjusted. The company must repay 100% of net cash proceeds from Dispositions or Deleveraging Transactions and provide bi-weekly rolling 13-week cash flow forecasts. Additionally, a Lugano DIP Budget and related documents concerning Lugano's Chapter 11 bankruptcy filing are required. Investments, indebtedness, and Dispositions related to a Deleveraging Transaction are permitted only if no default occurs. Restrictions are placed on management fees and certain Restricted Payments. Financial covenants are revised, and modifications to the Lugano DIP Budget and debtor-in-possession loan require agent consent. The Transaction Letter stipulates milestone fee payments if the Consolidated Total Leverage Ratio is not below 4.50:1.00 by specific dates in 2026 and 2027. The company also issued a press release on December 19, 2025, announcing these agreements.