{"filing":{"accession_number":"0001345126-26-000054","cik":"0001345126","ticker":"CODI-PA","company_name":"Compass Diversified Holdings","form":"8-K","filing_date":"2026-07-13","report_date":null,"primary_document":"codi-20260712.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1345126/000134512626000054/codi-20260712.htm"},"events":[{"id":17435,"run_id":15610,"accession_number":"0001345126-26-000054","anchor_item_number":"1.01","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Compass Diversified Holdings entered into a Ninth Amended and Restated Management Services Agreement that materially restructures the external manager's compensation, reducing the base management fee from 2.00% to a tiered structure of 1.25%-1.0% of Adjusted Net Assets and replacing the incentive fee with Share Alignment and Performance-Based Awards tied to TSR and EBITDA metrics. The amendment is expected to reduce total 2027 management fees by approximately $19–22 million while introducing ownership guidelines and clawback protections to strengthen shareholder alignment.","company_name":"Compass Diversified Holdings","ticker":"CODI-PA","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":15904,"accession_number":"0001345126-26-000054","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Ninth Amended and Restated Management Services Agreement revises the management fee and incentive compensation structure for the external manager, replacing the existing 2.00% base management fee with a tiered structure (1.25%-1.0%) and replacing the incentive fee with a Share Alignment Award and Performance-Based Award. This is a material amendment to compensatory arrangements for the Manager's senior personnel, approved by the Compensation Committee and Board, and is expected to reduce total 2027 management fees by approximately $19-22 million while strengthening shareholder alignment through performance-based metrics and ownership guidelines.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T10:15:26.686168+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15905,"accession_number":"0001345126-26-000054","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"CODI announced entry into a Ninth Amended and Restated Management Services Agreement that materially restructures the external manager's compensation. The amendment reduces the base management fee from 2.00% to 1.25% of Adjusted Net Assets, replaces the existing incentive fee with a Share Alignment Award (0.125% of ANA) and Performance-Based Award (0.125% of ANA tied to TSR and EBITDA), and introduces ownership guidelines and clawback protections. The filing explicitly states total 2027 management fees are expected to decline by approximately $19–22 million, making this a material compensatory arrangement disclosure affecting the manager's economics and shareholder alignment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T10:15:26.686168+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15904,"accession_number":"0001345126-26-000054","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Ninth Amended and Restated Management Services Agreement revises the management fee and incentive compensation structure for the external manager, replacing the existing 2.00% base management fee with a tiered structure (1.25%-1.0%) and replacing the incentive fee with a Share Alignment Award and Performance-Based Award. This is a material amendment to compensatory arrangements for the Manager's senior personnel, approved by the Compensation Committee and Board, and is expected to reduce total 2027 management fees by approximately $19-22 million while strengthening shareholder alignment through performance-based metrics and ownership guidelines.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T10:15:26.686168+00:00","company_name":"Compass Diversified Holdings","ticker":"CODI-PA","filing_date":"2026-07-13"},{"id":15905,"accession_number":"0001345126-26-000054","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"CODI announced entry into a Ninth Amended and Restated Management Services Agreement that materially restructures the external manager's compensation. The amendment reduces the base management fee from 2.00% to 1.25% of Adjusted Net Assets, replaces the existing incentive fee with a Share Alignment Award (0.125% of ANA) and Performance-Based Award (0.125% of ANA tied to TSR and EBITDA), and introduces ownership guidelines and clawback protections. The filing explicitly states total 2027 management fees are expected to decline by approximately $19–22 million, making this a material compensatory arrangement disclosure affecting the manager's economics and shareholder alignment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T10:15:26.686168+00:00","company_name":"Compass Diversified Holdings","ticker":"CODI-PA","filing_date":"2026-07-13"}]}