Compass Diversified Holdings filed a Form 8-K on November 4, 2026, disclosing a consent solicitation targeting holders of its 5.250% Senior Notes due 2029 and 5.000% Senior Notes due 2032, alongside the announcement of consolidated operating results for the three and nine months ended September 30, 2026.

Key Highlights

  • Consent solicitation launched: Compass Group Diversified Holdings LLC commenced solicitations of consents on November 4, 2026, from holders of its 5.250% Senior Notes due 2029 and 5.000% Senior Notes due 2032.
  • Proposed amendments: The solicitations seek consent to certain proposed amendments to the indentures governing the Notes and to the replacement of the trustee.
  • Trustee replacement proposed: U.S. Bank Trust Company, National Association, is proposed to be replaced by Computershare Trust Company, N.A. as trustee under those indentures.
  • Solicitation expiration: The Consent Solicitations are scheduled to expire at 5:00 p.m., New York City time, on November 12, 2026, unless extended.
  • Earnings release furnished: A press release announcing consolidated operating results for the three and nine months ended September 30, 2026, was furnished as Exhibit 99.1.
  • Exchange listing: Shares are listed on NYSE:CODI, with Series A, B, and C Preferred Shares listed as CODI PR A, CODI PR B, and CODI PR C on the New York Stock Exchange.

Compass Diversified Holdings Seeks Noteholder Consent and Reports Q3 2026 Results

According to the filing, Compass Group Diversified Holdings LLC, acting as the issuer of the Notes, commenced the Consent Solicitations on November 4, 2026. The solicitations are described as being conducted "on the terms and subject to the conditions described in the Consent Solicitation Statement dated November 4, 2026," which the company said is being provided directly to holders of the Notes. The Consent Solicitation Statement, together with proposed forms of supplemental indentures, was furnished as Exhibit 99.2 to the Current Report.

The filing disclosed that the two series of notes covered by the solicitation are the 5.250% Senior Notes due 2029 and the 5.000% Senior Notes due 2032. The proposed changes include amendments to the governing indentures and a substitution of trustee, with Computershare Trust Company, N.A. set to replace U.S. Bank Trust Company, National Association, subject to holder consent. The company noted that the information in Item 7.01 and Exhibit 99.2 "is furnished, rather than filed, and will not be treated as filed for purposes of Section 18 of the Securities Exchange Act of 1934."

Separately, the filing reported that on November 4, 2026, Compass Diversified Holdings (NYSE: CODI) and Compass Group Diversified Holdings LLC issued a press release covering consolidated operating results for the three and nine months ended September 30, 2026. The press release was furnished as Exhibit 99.1 but its financial details were not reproduced within the 8-K body. The report was signed by Stephen Keller, identified as Regular Trustee for Compass Diversified Holdings and Chief Financial Officer for Compass Group Diversified Holdings LLC.

What Was Disclosed

The filing disclosed a consent solicitation by Compass Group Diversified Holdings LLC seeking noteholder approval for indenture amendments and a trustee change on two series of senior notes, with a deadline of November 12, 2026, alongside the furnishing of a Q3 2026 earnings release.