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Form 8-K

sec.gov

8-K — Cadre Holdings, Inc.

Accession: 0001104659-26-091143

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001860543

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cdre-20260805x8k.htm (Primary)

EX-99.1 (cdre-20260805xex99d1.htm)

EX-99.2 (cdre-20260805xex99d2.htm)

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8-K

8-K (Primary)

Filename: cdre-20260805x8k.htm · Sequence: 1

CADRE HOLDINGS, INC._August 5, 2026

0001860543false00018605432026-08-052026-08-05

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

CADRE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40698

38-3873146

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification Number)

13386 International Pkwy

32218

Jacksonville, Florida

(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (904) 741-5400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001

CDRE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition

On August 5, 2026, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a presentation regarding the Company’s financial results for the quarter ended June 30, 2026.

The press release and presentation contain the non-GAAP measures earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA margin, and last twelve months adjusted EBITDA. The Company believes that the presentation of these non-GAAP measures provides useful information to understand its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the investor’s overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. The non-GAAP measures are reconciled to comparable GAAP financial measures within the press release and the presentation. The Company does not provide a reconciliation of the non-GAAP guidance measure adjusted EBITDA for the fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

The information in Item 2.02 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Description

99.1

Press Release, dated August 5, 2026 (furnished only).

99.2

Slide Presentation for Conference Call to be held on August 6, 2026 (furnished only).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 5, 2026

CADRE HOLDINGS, INC.

By:

/s/ Blaine Browers

Name:Blaine Browers

Title:Chief Financial Officer

EX-99.1

EX-99.1

Filename: cdre-20260805xex99d1.htm · Sequence: 2

Exhibit 99.1

Cadre Holdings Reports Second Quarter 2026 Financial Results

Grew Quarterly Net Sales 32% and Gross Profit 36% Year-Over-Year

Increased Quarterly Adjusted EBITDA and Expanded Adjusted EBITDA Margin Both Sequentially and Year-Over-Year

Orders Backlog Increases to Record $368 Million, Marking Second Consecutive Quarterly Record

Raises Guidance to Full Year 2026 Net Sales of $749 to $769 Million and Adjusted EBITDA of $139 to $144 Million

JACKSONVILLE, Fla., August 5, 2026 – Cadre Holdings, Inc. (NYSE: CDRE) (“Cadre” or “Company”), a global leader in the manufacturing and distribution of safety equipment and other related products for the law enforcement, first responder, military and nuclear markets, announced today its consolidated operating results for the three and six months ended June 30, 2026.

● Net sales of $207.1 million for the second quarter; net sales of $362.6 million for the six months ended June 30, 2026.

● Gross profit margin of 42.1% for the second quarter; gross profit margin of 40.6% for the six months ended June 30, 2026.

● Net income of $11.4 million, or $0.26 per diluted share, for the second quarter; net income of $13.4 million, or $0.31 per diluted share, for the six months ended June 30, 2026.

● Adjusted EBITDA of $42.0 million for the second quarter; Adjusted EBITDA of $63.1 million for the six months ended June 30, 2026.

● Adjusted EBITDA margin of 20.3% for the second quarter; Adjusted EBITDA margin of 17.4% for the six months ended June 30, 2026.

● Declared quarterly cash dividend of $0.10 per share in July 2026.

“We delivered outstanding Q2 results that exceeded our expectations, reflecting continued strong demand trends for our mission critical safety equipment, together with consistent execution and the benefits of the Cadre operating model,” said Warren Kanders, CEO and Chairman. “Net sales, gross profit, and Adjusted EBITDA increased significantly this quarter, with an Adjusted EBITDA margin that improved 310 basis points year-over-year. Our strong year-to-date financial and operational performance, combined with our record orders backlog and continued momentum entering the second half of the year, gives us increased confidence in our outlook. As a result, we are raising our full-year guidance and remain well positioned to deliver meaningful growth and profitability in 2026 and beyond.”

Mr. Kanders added, “We are firmly focused on strengthening our industry-leading safety platform and delivering differentiated capabilities to a growing global customer base. Building on our recent bolt-on acquisition of a recognized holster brand, disciplined M&A remains a core component of our growth strategy. We are actively evaluating a robust pipeline of complementary, mission-critical businesses with leading market positions, strong financial profiles, durable demand characteristics and significant potential for value creation through operational improvement and effective integration.”

Second Quarter and Six-Month 2026 Operating Results

For the quarter ended June 30, 2026, Cadre generated net sales of $207.1 million, as compared to $157.1 million for the quarter ended June 30, 2025. This increase was primarily a result of current year acquisitions and increased demand for nuclear safety, armor, and duty gear products.

For the six months ended June 30, 2026, Cadre generated net sales of $362.6 million, as compared to $287.2 million for the six months ended June 30, 2025, also mainly driven by current and prior year acquisitions, partially offset by lower agency demand for hard goods in the Distribution segment.

For the quarter ended June 30, 2026, Cadre generated gross profit of $87.1 million, as compared to $64.2 million for the quarter ended June 30, 2025. For the six months ended June 30, 2026, Cadre generated gross profit of $147.3 million, as compared to $120.4 million for the prior year period.

Gross profit margin was 42.1% for the quarter ended June 30, 2026, as compared to 40.9% for the quarter ended June 30, 2025, mainly driven by favorable pricing, partially offset by an increase in inventory step-up amortization. Gross profit margin was 40.6% for the six months ended June 30, 2026, as compared to 41.9% for the prior year period.

Net income was $11.4 million for the quarter ended June 30, 2026, as compared to net income of $12.2 million for the quarter ended June 30, 2025. The decrease was primarily a result of increased contingent consideration expense, compensation expense and adverse foreign currency fluctuations, partially offset by increased gross profit.

Net income was $13.4 million for the six months ended June 30, 2026, as compared to net income of $21.5 million for the prior year period, also primarily as a result of increased contingent consideration expense, compensation expense and adverse foreign currency fluctuations, partially offset by increased gross profit.

Cadre generated $42.0 million of Adjusted EBITDA for the quarter ended June 30, 2026, as compared to $27.0 million for the quarter ended June 30, 2025. Adjusted EBITDA margin was 20.3% for the quarter ended June 30, 2026, as compared to 17.2% for the prior year period.

Cadre generated $63.1 million of Adjusted EBITDA for the six months ended June 30, 2026, as compared to $47.5 million for the prior period. Adjusted EBITDA margin was 17.4% for the six months ended June 30, 2026, as compared to 16.5% for the prior year period.

Product segment gross margin was 42.6% and 41.5% for the second quarter and six months ended June 30, 2026, respectively, compared to 41.7% and 42.9% for the prior year periods.

Distribution segment gross margin was 22.8% and 21.4% for the second quarter and six months ended June 30, 2026, respectively, compared to 23.1% and 22.3% for the prior year periods.

Liquidity, Cash Flows and Capital Allocation

● Cash and cash equivalents decreased by $68.9 million from $122.9 million as of December 31, 2025 to $54.0 million as of June 30, 2026.

● Total debt increased by $67.1 million from $307.3 million as of December 31, 2025 to $374.3 million as of June 30, 2026.

● Net debt (total debt net of cash and cash equivalents) increased by $136.0 million from $184.4 million as of December 31, 2025 to $320.3 million as of June 30, 2026.

● Capital expenditures totaled $3.3 million for the second quarter and $6.4 million for the six months ended June 30, 2026, compared with $1.3 million for the second quarter and $2.7 million for the six months ended June 30, 2025.

FBI Indefinite Delivery/Indefinite Quantity (“IDIQ”) contract

On June 2, 2026, Cadre announced that its subsidiary, Safariland, was selected as the ballistic panel provider integrated into Predictive Ballistics LLC's Overt Armor Kit (“OAK”). Predictive Ballistics was recently awarded a five-year, $61.0 million IDIQ contract by the Federal Bureau of Investigation (“FBI”). The OAK system is also available to the United States Marshals Service, the Drug Enforcement Administration, and other Department of Justice agencies.

Acquisition of Alien Gear Holsters

On April 7, 2026, Cadre completed its acquisition of Alien Gear Holsters and certain assets and liabilities from Tedder Industries, LLC, through a court-supervised bankruptcy auction. Alien Gear Holsters is a leading manufacturer of proprietary holsters and gear for the consumer, law enforcement, military, and security markets.

Dividend

On July 21, 2026, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share, or $0.40 per share on an annualized basis. Cadre's dividend payment will be made on August 14, 2026 to

shareholders of record as of the close of business on the record date of July 31, 2026. The declaration of any future dividend is subject to the discretion of the Company's Board of Directors.

Increased 2026 Outlook

Cadre increased its full-year guidance and expects to generate net sales in 2026 of between $749 million and $769 million and adjusted EBITDA in 2026 of between $139 million and $144 million. We expect capital expenditures to be in the range of $10 million to $14 million. Cadre has not provided net income guidance due to the inherent difficulty of forecasting certain types of expenses and gains, which affect net income but not adjusted EBITDA. Therefore, we do not provide a reconciliation of adjusted EBITDA guidance to net income guidance.

Conference Call

Management will host a conference call on Thursday, August 6, 2026, at 10:00 a.m. EST to discuss the latest corporate developments and financial results. The dial-in number for callers in the US is (800)-715-9871 and the dial-in number for international callers is 646-307-1963. The access code for all callers is 9511718. A live webcast will also be available on the Company’s website at https://www.cadre-holdings.com/.

A replay of the call will be available through August 20, 2026. To access the replay, please dial 800-770-2030 in the U.S. or +1-609-800-9909 if outside the U.S., and then enter the access code 9511718.

About Cadre

Headquartered in Jacksonville, Florida, Cadre is a global leader in the manufacturing and distribution of safety products. Cadre's equipment provides critical protection to allow users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. The Company's core products include body armor, explosive ordnance disposal equipment, duty gear and nuclear safety products. Our highly engineered products are utilized in over 100 countries by federal, state and local law enforcement, fire and rescue professionals, explosive ordnance disposal teams, and emergency medical technicians. Our key brands include Safariland® and Med-Eng®, amongst others.

Use of Non-GAAP Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The press release contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), (ii) adjusted EBITDA, (iii) adjusted EBITDA margin, and (iv) last twelve months adjusted EBITDA. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period- over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. We do not provide a reconciliation of the non-GAAP guidance measure adjusted EBITDA for the fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

Forward-Looking Statements

Please note that in this press release we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or

implied by forward-looking statements in this press release, include, but are not limited to, those risks and uncertainties more fully described from time to time in the Company's public reports filed with the Securities and Exchange Commission, including under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K, and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release and speak only as of the date hereof. We assume no obligation to update any forward- looking statements to reflect events or circumstances after the date of this press release.

Contact:

Gray Hudkins

Cadre Holdings, Inc.

203-550-7148

gray.hudkins@cadre-holdings.com

Investor Relations:

IGB Group

Leon Berman / Matt Berkowitz

212-477-8438 / 212-227-7098

CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

June 30, 2026

​ ​ ​

December 31, 2025

Assets

Current assets

Cash and cash equivalents

$

53,984

$

122,898

Restricted cash

3,685

2,429

Accounts receivable, net of allowance for doubtful accounts of $271 and $273, respectively

128,445

110,607

Inventories

129,120

100,263

Prepaid expenses

15,754

14,574

Other current assets

17,129

15,095

Total current assets

348,117

365,866

Property and equipment, net of accumulated depreciation and amortization of $67,795 and $63,125, respectively

125,441

78,822

Operating lease assets

25,194

19,778

Deferred tax assets, net

4,901

4,816

Intangible assets, net

174,148

114,984

Goodwill

233,907

181,406

Other assets

5,590

4,359

Total assets

$

917,298

$

770,031

Liabilities, Mezzanine Equity and Shareholders' Equity

Current liabilities

Accounts payable

$

38,895

$

22,325

Accrued liabilities

97,346

61,066

Income tax payable

6,164

4,838

Current portion of long-term debt

20,012

16,266

Total current liabilities

162,417

104,495

Long-term debt

354,319

290,987

Long-term operating lease liabilities

17,257

15,039

Deferred tax liabilities

28,510

30,058

Other liabilities

7,993

11,648

Total liabilities

570,496

452,227

Mezzanine equity

Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025)

Shareholders' equity

Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,820,734 and 42,160,656 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)

4

4

Additional paid-in capital

309,396

282,570

Accumulated other comprehensive (loss) income

(2,188)

460

Accumulated earnings

39,590

34,770

Total shareholders’ equity

346,802

317,804

Total liabilities, mezzanine equity and shareholders' equity

$

917,298

$

770,031

CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Net sales

$

207,126

$

157,109

$

362,555

$

287,215

Cost of goods sold

119,991

92,860

215,254

166,835

Gross profit

87,135

64,249

147,301

120,380

Operating expenses

Selling, general and administrative

63,220

45,129

112,053

86,882

Restructuring and transaction costs

1,453

3,326

3,295

4,024

Related party expense

1,109

2,000

1,237

Total operating expenses

64,673

49,564

117,348

92,143

Operating income

22,462

14,685

29,953

28,237

Other expense

Interest expense, net

(5,019)

(3,590)

(9,290)

(5,821)

Other (expense) income, net

(529)

6,114

(918)

7,401

Total other expense, net

(5,548)

2,524

(10,208)

1,580

Income before provision for income taxes

16,914

17,209

19,745

29,817

Provision for income taxes

(5,507)

(4,998)

(6,363)

(8,358)

Net income

$

11,407

$

12,211

$

13,382

$

21,459

Net income per share:

Basic

$

0.27

$

0.30

$

0.31

$

0.53

Diluted

$

0.26

$

0.30

$

0.31

$

0.52

Weighted average shares outstanding:

Basic

42,809,646

40,661,955

42,684,595

40,640,433

Diluted

43,391,188

40,941,790

43,381,869

40,960,025

CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Six Months Ended June 30,

​ ​ ​

2026

​ ​ ​

2025

Cash Flows From Operating Activities:

Net income

$

13,382

$

21,459

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

11,899

8,532

Amortization of original issue discount and debt issue costs

477

829

Amortization of inventory step-up

4,921

356

Deferred income taxes

(1,577)

266

Stock-based compensation

4,886

4,393

Remeasurement of contingent consideration

5,866

857

(Recoveries from) provision for accounts receivable

(345)

40

Unrealized foreign exchange transaction gain

(1,052)

(3,492)

Other loss

599

152

Changes in operating assets and liabilities, net of impact of acquisitions:

Accounts receivable

(7,324)

10,365

Inventories

(8,272)

(11,304)

Prepaid expenses and other assets

(3,552)

3,375

Accounts payable and other liabilities

24,744

(15,849)

Net cash provided by operating activities

44,652

19,979

Cash Flows From Investing Activities:

Purchase of property and equipment

(6,133)

(2,733)

Proceeds from disposition of property and equipment

6

Business acquisitions, net of cash acquired

(163,853)

(89,590)

Net cash used in investing activities

(169,986)

(92,317)

Cash Flows From Financing Activities:

Proceeds from revolving credit facilities

82,500

Payments on revolving credit facilities

(82,500)

Proceeds from term loans

75,000

97,500

Principal payments on term loans

(8,132)

(5,689)

Taxes paid in connection with employee stock transactions

(1,262)

(1,185)

Dividends distributed

(8,562)

(7,721)

Other

238

38

Net cash provided by financing activities

57,282

82,943

Effect of foreign exchange rates on cash, cash equivalents and restricted cash

394

1,931

Change in cash, cash equivalents and restricted cash

(67,658)

12,536

Cash, cash equivalents and restricted cash, beginning of period

125,327

124,933

Cash, cash equivalents and restricted cash, end of period

$

57,669

$

137,469

Supplemental Disclosure of Cash Flows Information:

Cash paid for income taxes, net

$

5,657

$

16,937

Cash paid for interest

$

10,122

$

8,202

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Accruals and accounts payable for capital expenditures

$

265

$

259

Non-cash consideration

$

31,647

$

CADRE HOLDINGS, INC.

SEGMENT INFORMATION

(Unaudited)

(In thousands)

​ ​ ​

Three Months Ended June 30, 2026

Reconciling

​ ​ ​

Product

Distribution

Items(1)

​ ​ ​

Total

Net sales

​ ​ ​

$

190,039

​ ​ ​

$

27,104

​ ​ ​

$

(10,017)

​ ​ ​

$

207,126

Cost of goods sold

109,069

20,937

(10,015)

119,991

Gross profit

$

80,970

$

6,167

$

(2)

$

87,135

​ ​ ​

Three Months Ended June 30, 2025

Reconciling

​ ​ ​

Product

​ ​ ​

Distribution

​ ​ ​

Items(1)

​ ​ ​

Total

Net sales

​ ​ ​

$

140,135

​ ​ ​

$

25,508

​ ​ ​

$

(8,534)

​ ​ ​

$

157,109

Cost of goods sold

81,702

19,609

(8,451)

92,860

Gross profit

$

58,433

$

5,899

$

(83)

$

64,249

​ ​ ​

Six Months Ended June 30, 2026

Reconciling

​ ​ ​

​ ​ ​Product

​ ​ ​

Distribution

​ ​ ​

Items(1)

​ ​ ​

​ ​ ​ ​ ​Total

Net sales

​ ​ ​

$

330,678

$

47,399

$

(15,522)

​ ​ ​

$

362,555

Cost of goods sold

193,532

37,244

(15,522)

215,254

Gross profit

$

137,146

$

10,155

$

$

147,301

​ ​ ​

Six Months Ended June 30, 2025

Reconciling

​ ​ ​

​ ​ ​Product

​ ​ ​

Distribution

​ ​ ​

Items(1)

​ ​ ​

​ ​ ​ ​ ​Total

Net sales

​ ​ ​

$

252,870

$

53,370

$

(19,025)

​ ​ ​

$

287,215

Cost of goods sold

144,327

41,450

(18,942)

166,835

Gross profit

$

108,543

$

11,920

$

(83)

$

120,380

(1) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments.

CADRE HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

Year ended

Three Months Ended

Six Months Ended

Last Twelve

December 31,

June 30,

June 30,

Months

2025

2026

2025

2026

2025

June 30, 2026

Net income

$

44,139

$

11,407

$

12,211

$

13,382

$

21,459

$

43,335

Add back:

Depreciation and amortization

18,633

6,171

4,676

11,899

8,532

20,128

Interest expense, net

12,480

5,019

3,590

9,290

5,821

13,909

Provision for income taxes

18,187

5,507

4,998

6,363

8,358

18,696

EBITDA

$

93,439

$

28,104

$

25,475

$

40,934

$

44,170

$

96,068

Add back:

Restructuring and transaction costs(1)

8,696

1,453

4,326

5,295

5,024

5,823

Other expense (income), net(2)

(7,455)

529

(6,114)

918

(7,401)

(812)

Stock-based compensation expense(3)

12,239

2,960

2,425

4,886

4,393

12,774

Stock-based compensation payroll tax expense(4)

1,566

1

130

92

1,567

Amortization of inventory step-up(5)

1,296

2,362

356

4,921

356

3,302

Contingent consideration expense(6)

1,927

6,430

526

5,866

857

7,831

Impairment expense(7)

148

148

148

Adjusted EBITDA

$

111,708

$

41,987

$

26,994

$

63,098

$

47,491

$

126,701

Adjusted EBITDA margin(8)

18.5

%

20.3

%

17.2

%

17.4

%

16.5

%

(1) Reflects the “Restructuring and transaction costs” line item on our condensed consolidated statements of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Zircaloy for the year ended December 31, 2025 and a $2.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of TYR for the six months ended June 30, 2026, which are included in related party expense in the Company’s condensed consolidated statements of operations.

(2) Reflects the “Other (expense) income, net” line item on our condensed consolidated statements of operations and primarily includes transaction gains and losses due to fluctuations in foreign currency exchange rates.

(3) Reflects compensation expense related to equity classified stock-based compensation plans.

(4) Reflects payroll taxes associated with vested stock-based compensation awards.

(5) Reflects amortization expense related to the step-up inventory adjustment recorded as a result of acquisitions.

(6) Reflects contingent consideration expense related to the acquisition of ICOR and TYR.

(7) Reflects non-cash write-down of individual fixed assets.

(8) Reflects adjusted EBITDA divided by net sales for the relevant periods.

EX-99.2

EX-99.2

Filename: cdre-20260805xex99d2.htm · Sequence: 3

Exhibit 99.2

SECOND

QUARTER

2026

August 6, 2026

2

FORWARD-LOOKING STATEMENTS

Please note that in this presentation we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,”

“intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe

harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based

on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks

and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ

materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that

could cause the actual results of operations or financial condition of the Company to differ materially from those

expressed or implied by forward-looking statements in this presentation, include, but are not limited to those risks and

uncertainties more fully described from time to time in the Company's public reports filed with the Securities and

Exchange Commission, including under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K,

and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking

statements included in this presentation are based upon information available to the Company as of the date of this

presentation and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to

reflect events or circumstances after the date of this presentation.

2

TODAY’S PRESENTERS

3

WARREN

KANDERS

CEO and Chairman

of the Board

BRAD

WILLIAMS

President

BLAINE

BROWERS

Chief Financial Officer

4

AGENDA

• Q2 Highlights

• Business Overview

• Financial Summary

• Increased Full Year Outlook

• Conclusion and Q&A

5

Q2 2026 KEY TAKEAWAYS

Raising Full-Year 2026 Outlook

• Sales, margin and earnings growth that exceeded expectations, driven by outstanding execution and

continued strong demand trends for mission critical safety equipment

• 5% organic topline growth in Q2 with return to more normalized Distribution segment demand

• Second consecutive quarter of record backlog; increased $13M sequentially driven by strong EOD

demand (primarily sensors and robots)

• Following $50M IDIQ contract with Dept. of War to support the Blast Exposure Monitoring (BEMO)

Program, obtained second PO for $8.4M in June (total of $18.4M received under program to date)

• Safariland selected as ballistic panel provider integrated into Predictive Ballistics armor kit – Predictive

Ballistics awarded five-year, $61M IDIQ contract by FBI

• Driven by continued multi-directional support across all three nuclear market segments, increased

nuclear backlog $13M YTD

• Deployed over $400 million in targeted M&A since January 2024 and maintains robust pipeline across

both public safety and nuclear

6

LONG-TERM INDUSTRY TAILWINDS SUPPORTING

SUSTAINABLE GROWTH OPPORTUNITY

Commercial nuclear

energy renaissance

Ongoing and expanding

national defense initiatives

Environmental management

to address nuclear clean up

Catalysts drive steady,

recurring demand

Resilient and growing

spend worldwide

Rising safety

threats globally

Public Safety Tailwinds Nuclear Safety Tailwinds

7

LATEST MARKET TRENDS: CORE L.E.

Admin has demonstrated

commitment to prioritizing

public safety but growing

focus on balancing state and

local budgets

Environments within conflict

zones have not changed at this

point to allow for unexploded

ordnance cleanup

While overall consumer demand for

handguns is down, Cadre has

benefited from strong brand

awareness and new products, driving

market share gains and growth in this

channel

Successful new product launches

over the past 2+ years continue to

provide customers with new

options in the market

U.S. Law Enforcement Geopolitical Landscape

Consumer New Products/ Innovation

8

LATEST MARKET TRENDS: NUCLEAR

~$8.2 billion in FY2027 DOE request

for nuclear clean up initiatives, with

~$3 billion directed to Hanford Site in

WA

NNSA FY27 budget request of

$32.8 billion represents an increase

of 29% YoY

U.S. roadmap to triple nuclear

capacity by 2050 (~200 GW of new

build) – “Follow the fuel” strategy

continues to generate significant

opportunities

Activity across nuclear

sector remains robust

driven by expanded

government and

commercial programs

Environmental Management

National Defense Commercial Nuclear

Cadre Nuclear Group: cleaning up the past, securing the present, enabling the future

9

M&A MOMENTUM

• Including Alien Gear Holsters,

completed seven acquisitions in

line with disciplined and patient

approach

• Highly selective key criteria

consistently met, focused on

strong margins, leading and

defensible market positions,

recurring revenues and cash

flows

• Actively evaluating robust

funnel of opportunities in both

nuclear and public safety

markets

2022 2024 2025 2026

$455M capital deployed since 2022

$50M

$120M

$100M

$185M

10

DISCIPLINED M&A STRATEGY Business

Financial

Market

Leading market position

Cost structure where material > labor

High cost of substitution

Leading and defensible technology

Mission-critical to customer

Strong brand recognition

Recurring revenue profile

Asset-light

Attractive ROIC

Niche market

No large-cap competition

Resiliency through market cycles

Enter new markets /

geographies

Diversify and/or enhance

category leadership

Increase customer

wallet share

11

Q2 FINANCIAL

RESULTS

12

Q2 2026 FINANCIAL SUMMARY

NET SALES

$157.1M

$207.1M

Q2 2025 Q2 2026

• Reflects current year

acquisitions and

increased demand for

nuclear safety, armor,

and duty gear products

GROSS PROFIT

• Gross margin improved

120 bps y/y

• Excluding impact of

inventory step- up amort.

margins improved 209

bps y/y

NET INCOME

• FX drove $6.6M

unfavorable variance y/y

• Also reflects contingent

consideration of $5.9M

and $2.0M inventory

step-up amort.

• Adj. EBITDA margin

improved 310 bps y/y

$64.2M

$87.1M

Q2 2025 Q2 2026

$12.2M $11.4M

Q2 2025 Q2 2026

$27.0M

$42.0M

Q2 2025 Q2 2026

+ 32% YoY + 36% YoY - 7% YoY + 56% YoY

1A non-GAAP financial measure. See slide 22-23 for definitions and reconciliations to the nearest GAAP measures.

ADJ. EBITDA1

40.9%

42.1%

17.2%

20.3%

13

NET SALES AND ADJUSTED EBITDA

NET SALES ($MM) ADJ. EBITDA1 ($MM)

FY 2026

Guidance

Range

$736M to

$758M

% CAGR

16.3%

% Y/Y GROWTH

24.4% at guidance midpoint

% CAGR

18.1%

% Y/Y GROWTH

26.7% at guidance midpoint

1A non-GAAP financial measure. See slide 22-23 for definitions and reconciliations to the nearest GAAP measures.

$362.6M

1H26

2023 2024 2025 2026

FY 2024

FY 2023 $567.6M $482.5M

$287.2M

1H25

FY 2025

$610.3M

FY 2026

Guidance

Range

$749M to

$769M

$63.1M

1H26

2023 2024 2025 2026

FY 2024

$104.8M

FY 2023

$85.8M

FY 2025

$111.7M

$47.5M

1H25

FY 2026

Guidance

Range

$139M to

$144M

14

Q2 2026 CAPITAL STRUCTURE

June 30, 2026

(in thousands)

Cash and cash equivalents $ 53,984

Debt:

Revolver $ -

Current portion of long-term debt 20,012

Long-term debt 355,944

Capitalized discount/issuance costs (1,625)

Total debt, net $ 374,331

Net debt (Total debt net of cash) $ 320,347

Total debt / Adj. EBITDA(1) 3.0x

Net debt / Adj. EBITDA(1) 2.5x

LTM Adj. EBITDA(1) $ 126,701

1A non-GAAP financial measure. See slide 22-23 for definitions and reconciliations to the nearest GAAP measures.

15

NET SALES

$749M to $769M

Previous: $736M to $758M

ADJ. EBITDA1

$139M to $144M

Previous: $136M to $141M

CAPITAL EXPENDITURES

$10M to $14M

INCREASED 2026 OUTLOOK

Attractive end markets and consistent execution

driving growth

1A non-GAAP financial measure. See slide 22-23 for definitions and reconciliations to the nearest GAAP measures.

• Public Safety and

Nuclear in line with

initial expectations

• TYR expected sales of

~$100M

• Alien Gear expected

sales of ~$11M

• Distribution recovered

to normal demand levels

in Q2

16

EXECUTION IN Q2 AND POSITIVE MOMENTUM

Pricing Growth: Exceeded target

Q2 Mix: Favorable driven by duty gear and Zircaloy product mix

Orders Backlog: Q2 backlog increased $13M sequentially primarily due to strong EOD

demand

M&A Execution: Acquired Alien Gear Holsters in April 2026

Healthy M&A Funnel: Continuing to actively evaluate pipeline of opportunities

Returned Capital to Shareholders: Declared 19th consecutive quarterly dividend

Commentary:

Cadre continues to deliver on strategic objectives and remains well positioned

to deliver shareholder value in 2026 and beyond

17

APPENDIX

18

BALANCE SHEET

UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

June 30, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 53,984 $ 122,898

Restricted cash 3,685 2,429

Accounts receivable, net of allowance for doubtful accounts of $271 and $273, respectively 128,445 110,607

Inventories 129,120 100,263

Prepaid expenses 15,754 14,574

Other current assets 17,129 15,095

Total current assets 348,117 365,866

Property and equipment, net of accumulated depreciation and amortization of $67,795 and $63,125, respectively 125,441 78,822

Operating lease assets 25,194 19,778

Deferred tax assets, net 4,901 4,816

Intangible assets, net 174,148 114,984

Goodwill 233,907 181,406

Other assets 5,590 4,359

Total assets $ 917,298 $ 770,031

Liabilities, Mezzanine Equity and Shareholders' Equity

Current liabilities

Accounts payable $ 38,895 $ 22,325

Accrued liabilities 97,346 61,066

Income tax payable 6,164 4,838

Current portion of long-term debt 20,012 16,266

Total current liabilities 162,417 104,495

Long-term debt 354,319 290,987

Long-term operating lease liabilities 17,257 15,039

Deferred tax liabilities 28,510 30,058

Other liabilities 7,993 11,648

Total liabilities 570,496 452,227

Mezzanine equity

Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025) — —

Shareholders' equity

Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,820,734 and 42,160,656 shares issued and outstanding as of June 30, 2026 and

December 31, 2025, respectively) 4 4

Additional paid-in capital 309,396 282,570

Accumulated other comprehensive (loss) income (2,188) 460

Accumulated earnings 39,590 34,770

Total shareholders’ equity 346,802 317,804

Total liabilities, mezzanine equity and shareholders' equity $ 917,298 $ 770,031

19

UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

STATEMENT OF OPERATIONS

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net sales $ 207,126 $ 157,109 $ 362,555 $ 287,215

Cost of goods sold 119,991 92,860 215,254 166,835

Gross profit 87,135 64,249 147,301 120,380

Operating expenses

Selling, general and administrative 63,220 45,129 112,053 86,882

Restructuring and transaction costs 1,453 3,326 3,295 4,024

Related party expense — 1,109 2,000 1,237

Total operating expenses 64,673 49,564 117,348 92,143

Operating income 22,462 14,685 29,953 28,237

Other expense

Interest expense, net (5,019) (3,590) (9,290) (5,821)

Other (expense) income, net (529) 6,114 (918) 7,401

Total other expense, net (5,548) 2,524 (10,208) 1,580

Income before provision for income taxes 16,914 17,209 19,745 29,817

Provision for income taxes (5,507) (4,998) (6,363) (8,358)

Net income $ 11,407 $ 12,211 $ 13,382 $ 21,459

Net income per share:

Basic $ 0.27 $ 0.30 $ 0.31 $ 0.53

Diluted $ 0.26 $ 0.30 $ 0.31 $ 0.52

Weighted average shares outstanding:

Basic 42,809,646 40,661,955 42,684,595 40,640,433

Diluted 43,391,188 40,941,790 43,381,869 40,960,025

20

UNAUDITED (IN THOUSANDS)

Six Months Ended June 30,

2026 2025

Cash Flows From Operating Activities:

Net income $ 13,382 $ 21,459

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 11,899 8,532

Amortization of original issue discount and debt issue costs 477 829

Amortization of inventory step-up 4,921 356

Deferred income taxes (1,577) 266

Stock-based compensation 4,886 4,393

Remeasurement of contingent consideration 5,866 857

(Recoveries from) provision for accounts receivable (345) 40

Unrealized foreign exchange transaction gain (1,052) (3,492)

Other loss 599 152

Changes in operating assets and liabilities, net of impact of acquisitions:

Accounts receivable (7,324) 10,365

Inventories (8,272) (11,304)

Prepaid expenses and other assets (3,552) 3,375

Accounts payable and other liabilities 24,744 (15,849)

Net cash provided by operating activities 44,652 19,979

Cash Flows From Investing Activities:

Purchase of property and equipment (6,133) (2,733)

Proceeds from disposition of property and equipment — 6

Business acquisitions, net of cash acquired (163,853) (89,590)

Net cash used in investing activities (169,986) (92,317)

STATEMENT OF CASH FLOWS

21

UNAUDITED (IN THOUSANDS)

Six Months Ended June 30

2026 2025

Cash Flows From Financing Activities:

Proceeds from revolving credit facilities 82,500 —

Payments on revolving credit facilities (82,500) —

Proceeds from term loans 75,000 97,500

Principal payments on term loans (8,132) (5,689)

Taxes paid in connection with employee stock transactions (1,262) (1,185)

Dividends distributed (8,562) (7,721)

Other 238 38

Net cash provided by financing activities 57,282 82,943

Effect of foreign exchange rates on cash, cash equivalents and restricted cash 394 1,931

Change in cash, cash equivalents and restricted cash (67,658) 12,536

Cash, cash equivalents and restricted cash, beginning of period 125,327 124,933

Cash, cash equivalents and restricted cash, end of period $ 57,669 $ 137,469

Supplemental Disclosure of Cash Flows Information:

Cash paid for income taxes, net $ 5,657 $ 16,937

Cash paid for interest $ 10,122 $ 8,202

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Accruals and accounts payable for capital expenditures $ 265 $ 259

Non-cash consideration $ 31,647 $ —

STATEMENT OF CASH FLOWS – CONTINUED

22

1. Reflects the “Restructuring and transaction costs” line item on our condensed consolidated statements of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item

reflects a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Zircaloy for the year ended December 31, 2025 and a $2.0 million fee paid to Kanders & Company, Inc. for services related to the

acquisition of TYR for the six months ended June 30, 2026, which are included in related party expense in the Company’s condensed consolidated statements of operations.

2. Reflects the “Other (expense) income, net” line item on our condensed consolidated statements of operations and primarily includes transaction gains and losses due to fluctuations in foreign currency exchange rates.

3. Reflects compensation expense related to equity classified stock-based compensation plans.

4. Reflects payroll taxes associated with vested stock-based compensation awards.

5. Reflects amortization expense related to the step-up inventory adjustment recorded as a result of acquisitions.

6. Reflects contingent consideration expense related to the acquisition of ICOR and TYR.

7. Reflects non-cash write-down of individual fixed assets.

8. Reflects adjusted EBITDA divided by net sales for the relevant periods.

22

(IN THOUSANDS)

NON-GAAP RECONCILIATION

Year ended Three Months Three Months Ended Six Months Ended Last Twelve

December 31, Ended March 31, June 30, June 30, Months

2025 2026 2026 2025 2026 2025 June 30, 2026

Net income $ 44,139 $ 1,975 $ 11,407 $ 12,211 $ 13,382 $ 21,459 $ 43,335

Add back:

Depreciation and amortization 18,633 5,728 6,171 4,676 11,899 8,532 20,128

Interest expense, net 12,480 4,271 5,019 3,590 9,290 5,821 13,909

Provision for income taxes 18,187 856 5,507 4,998 6,363 8,358 18,696

EBITDA $ 93,439 $ 12,830 $ 28,104 $ 25,475 $ 40,934 $ 44,170 $ 96,068

Add back:

Restructuring and transaction costs(1) 8,696 3,842 1,453 4,326 5,295 5,024 5,823

Other expense (income), net(2) (7,455) 389 529 (6,114) 918 (7,401) (812)

Stock-based compensation expense(3) 12,239 1,926 2,960 2,425 4,886 4,393 12,774

Stock-based compensation payroll tax expense(4) 1,566 129 1 — 130 92 1,567

Amortization of inventory step-up(5) 1,296 2,559 2,362 356 4,921 356 3,302

Contingent consideration expense(6) 1,927 (564) 6,430 526 5,866 857 7,831

Impairment expense(7) 148 — 148 — 148

Adjusted EBITDA $ 111,708 $ 21,111 $ 41,987 $ 26,994 $ 63,098 $ 47,491 $ 126,701

Adjusted EBITDA margin(8) 18.5 % 13.6 % 20.3 % 17.2 % 17.4 % 16.5 %

23

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The presentation

contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”),

(ii) adjusted EBITDA, (iii) adjusted EBITDA margin, and (iv) last twelve months adjusted EBITDA. The Company believes the presentation of

these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on

period-over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial

performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings

expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this presentation. We do not provide a

reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year 2026 to net income for the fiscal year 2026, the

most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without

unreasonable effort, which affect net income but not Adjusted EBITDA. The Company cautions that non-GAAP measures should be

considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can

be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by

other publicly traded companies.

USE OF NON-GAAP MEASURES

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v3.26.1

Document and Entity Information

Aug. 05, 2026

Document and Entity Information [Abstract]

Document Type

8-K

Document Period End Date

Aug. 05, 2026

Entity File Number

001-40698

Entity Registrant Name

CADRE HOLDINGS, INC.

Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

38-3873146

Entity Address State Or Province

FL

Entity Address, Address Line One

13386 International Pkwy

Entity Address, City or Town

Jacksonville

Entity Address, Postal Zip Code

32218

City Area Code

904

Local Phone Number

741-5400

Title of 12(b) Security

Common Stock, par value $0.0001

Trading Symbol

CDRE

Security Exchange Name

NYSE

Entity Emerging Growth Company

true

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Written Communications

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Soliciting Material

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