8-K: CODI Faces NYSE Non-Compliance Over Delayed Annual Meeting

Compass Diversified Holdings received a notice from the NYSE regarding non-compliance with listing standards for failing to hold an annual meeting in fiscal year 2025 due to financial restatement delays.

Summary

• Compass Diversified Holdings (CODI) received a letter from the New York Stock Exchange (NYSE) on January 2, 2026, informing it of non-compliance with corporate governance listing standards.
• The non-compliance stems from CODI's failure to hold an annual meeting during its 2025 fiscal year.
• This failure was due to the need to complete the restatement of financial statements for fiscal years ended December 31, 2024, 2023, and 2022, which caused a delay in filing its amended Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• CODI filed the Amended Annual Report with the SEC on December 8, 2025.
• The company intends to hold an annual meeting as soon as practicable to regain compliance with the NYSE Listed Company Manual.
• Until compliance is regained, a below compliance (.BC) indicator will be appended to CODI's ticker symbols.

Sentiment

Score: 3

Explanation: The company received a non-compliance notice from the NYSE due to a delayed annual meeting, stemming from financial restatement issues. While a plan to regain compliance is stated, the non-compliance and associated delays are negative.

Positives

• The Amended Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was a key reason for the delay, was filed on December 8, 2025.
• Management intends to hold an annual meeting as soon as practicable to regain compliance with NYSE listing standards.

Negatives

• Received a notice of non-compliance from the NYSE on January 2, 2026, for failing to hold an annual meeting during the 2025 fiscal year.
• The company's ticker symbols will have a ".BC" indicator appended until compliance is regained, which may negatively impact investor perception.
• The failure to hold an annual meeting was caused by significant delays in completing financial statement restatements for fiscal years 2022, 2023, and 2024.

Risks

• A further material delay in financial reporting.
• Inability to hold an annual meeting of shareholders or otherwise comply with NYSE continued listing requirements.
• Litigation relating to the investigation of Lugano Holding, Inc.

Future Outlook

Management intends to hold an annual meeting as soon as practicable in order to regain compliance under the NYSE Listed Company Manual.

Management Comments

• Intends to hold an annual meeting as soon as practicable in order to regain compliance under the Listed Company Manual.

Industry Context

This announcement highlights a common corporate governance challenge where delays in financial reporting can lead to non-compliance with stock exchange listing requirements. The NYSE's action of appending a '.BC' indicator is a standard procedure for companies failing to meet basic governance standards, signaling potential issues to the market.

Comparison to Industry Standards

• Failure to hold an annual meeting is a breach of fundamental corporate governance standards required by the NYSE, contrasting with the standard practice of publicly traded companies.
• The appending of a ".BC" indicator is a standard NYSE procedure for non-compliant issuers, aligning with how other companies facing similar issues are treated.

Corporate Governance

Legal Proceedings

• Litigation relating to the investigation of Lugano Holding, Inc. (mentioned as a risk factor).

Stakeholder Impact

• Shareholders: Potential negative impact on investor confidence due to non-compliance and the '.BC' indicator. Delay in the annual meeting means less timely engagement with management and voting on key matters.
• Regulatory Authorities (NYSE, SEC): Increased scrutiny due to non-compliance and past financial restatement issues.

Next Steps

• Hold an annual meeting as soon as practicable to regain compliance with NYSE listing standards.

Key Dates

Recommendation

The company is facing a significant corporate governance issue with NYSE non-compliance due to a delayed annual meeting, stemming from prior financial restatement delays. While the amended 10-K has been filed and management intends to regain compliance, the '.BC' indicator and the underlying issues warrant caution. Investors should hold and monitor the company's progress in holding the annual meeting and fully resolving the compliance matter before considering further investment.

Keywords

CODI, Compass Diversified Holdings, NYSE, non-compliance, annual meeting, corporate governance, financial restatement, 8-K filing, listing standards