$CODI·8-K

Compass Diversified Holdings · Jun 24, 4:15 PM ET

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Compass Diversified Holdings 8-K

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Compass Diversified Holdings Enters Settlement with Lugano in Bankruptcy

What Happened
Compass Diversified Holdings (the Trust) and Compass Group Diversified Holdings LLC (the Company) announced on June 24, 2026 that they entered into a Settlement Agreement and a Plan Support Agreement with Lugano-related entities and the official unsecured creditors’ committee in the chapter 11 cases of Lugano Diamonds & Jewelry Inc. (Case No. 25-12055 (BLS), D. Del.). The Settlement Documents resolve all claims alleged against CODI and related parties by or on behalf of Lugano’s bankruptcy estate, claims that arose from allegedly fraudulent actions by Lugano’s former CEO. CODI agreed to support and vote any claims it holds in favor of Lugano’s proposed Plan of Liquidation, which will incorporate the settlement terms.

Key Details

  • Date filed: June 24, 2026. Related prior investigation referenced: CODI Form 8-K filed May 7, 2025.
  • Recovery structure (payable only if the Plan of Liquidation is approved and becomes effective):
    • 34.79% of net proceeds from (i) court‑approved disposition of Lugano’s inventory, (ii) tax refunds, and (iii) Lugano’s precious‑stone theft insurance policy.
    • 45% of net proceeds of any liquidation pursued by the Liquidation Trust against a specified third party (CODI will assign certain claims to that trust).
    • 25% of net proceeds of certain other litigation claims pursued by the Liquidation Trust.
  • CODI retains a contingent right to recover the full amount of its asserted claim from any residual Liquidation Trust amounts after payment in full of allowed general unsecured claims, but CODI does not expect this to be a material recovery.
  • The Settlement Agreement is not binding until the “Effective Date” (creditor approval and bankruptcy court confirmation required); recoveries will be administered through a proposed Liquidation Trust.

Why It Matters
This filing documents a formal settlement pathway that removes ongoing claims against CODI related to the Lugano bankruptcy and sets the percentage recoveries CODI may receive if Lugano’s Plan of Liquidation is approved and implemented. For investors, the agreement limits CODI’s exposure to continued litigation from Lugano’s estate but also means any cash recoveries are conditional on the bankruptcy process and could be delayed or reduced. There is no guarantee the plan will be confirmed or that recoveries will be material; CODI highlights timing and confirmation risk in its forward‑looking disclosures.

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