Compass Diversified Holdings 8-K

What Happened
Compass Diversified Holdings (CODI) filed an 8-K (Item 1.01) disclosing that on February 23, 2026 it and its manager, Compass Group Management LLC, entered into an Eighth Amended and Restated Management Services Agreement that replaces the prior agreement (the Seventh Amended and Restated Agreement dated January 15, 2025). The amendment updates how management fees, staffing and certain governance, authority and indemnity matters are handled between the Company and the Manager.

Key Details

• The amendment requires the Manager to repay any over‑paid management fees on the applicable fee payment dates unless the Company consents in writing otherwise.
• The Company may, at its sole discretion, elect to pay all or part of a quarterly management fee to ensure the Manager is funded (these "Company Paid Amounts" must bear interest as agreed by the parties), even if an over‑paid fee balance remains.
• If the Company outsources services to a third party, those services are excluded from the Manager’s scope and the management fee will be reduced dollar‑for‑dollar by the fees the Company pays for certain outsourced services.
• Individuals seconded from the Manager to the Company must serve substantially full‑time and not materially engage in outside business without Company approval; the Board can prohibit any person or entity from providing services if it determines doing so is in the Company’s best interest.
• Manager personnel cannot bind the Company without Company authorization, and the Manager will indemnify the Company to substantially the same extent the Company indemnifies the Manager.

Why It Matters
These changes directly affect how management fees are calculated, paid and potentially reduced, which can influence CODI’s operating expenses and cash flows. The amendment also strengthens the Company’s control over who provides services, limits the authority of Manager personnel to act on the Company’s behalf, and aligns indemnity obligations more symmetrically. For investors, the update signals tighter governance and clearer financial mechanics between CODI and its manager that could impact future fee expense and operational oversight.