Form 8-K

8-K — Cadre Holdings, Inc.

Accession: 0001104659-26-058660

Filed: 2026-05-11

Period: 2026-05-11

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-20260511x8k.htm (Primary)

EX-99.1 (cdre-20260511xex99d1.htm)

EX-99.2 (cdre-20260511xex99d2.htm)

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8-K

8-K (Primary)

Filename: cdre-20260511x8k.htm · Sequence: 1

CADRE HOLDINGS, INC._May 11, 2026

0001860543false00018605432026-05-112026-05-11

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): May 11, 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 May 11, 2026, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 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 March 31, 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 and adjusted EBITDA margin. 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 May 11, 2026 (furnished only).

99.2

Slide Presentation for Conference Call to be held on May 12, 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: May 11, 2026

CADRE HOLDINGS, INC.

By:

/s/ Blaine Browers

Name:Blaine Browers

Title:Chief Financial Officer

EX-99.1

Filename: cdre-20260511xex99d1.htm · Sequence: 2

Exhibit 99.1

Cadre Holdings Reports First Quarter 2026 Financial Results

Q1 Net Sales Grew 19% Year-Over-Year

Record Orders Backlog of $355 Million; Organic Backlog Increased $108 Million from Q4 to Q1

Reaffirms 2026 Full-Year Guidance

JACKSONVILLE, Fla., May 11, 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 months ended March 31, 2026.

● Net sales of $155.4 million for the first quarter

● Gross profit margin of 38.7% for the first quarter

● Net income of $2.0 million, or $0.05 per diluted share, for the first quarter

● Adjusted EBITDA of $21.1 million for the first quarter

● Adjusted EBITDA margin of 13.6% for the first quarter

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

“Following a year of meaningful financial and strategic progress, we began 2026 with significant momentum and delivered another quarter of strong performance,” said Warren Kanders, CEO and Chairman. “Our orders backlog ended the first quarter at $355 million, a record for Cadre, up $166 million from the start of the year, driven largely by the blast attenuation seat contract award and the TYR acquisition, as well as strong demand in duty gear and armor. The substantial backlog growth represents an important forward indicator and gives us confidence in our outlook as we progress through the remainder of 2026. Overall, we continue to see strong and recurring demand for our suite of leading, mission-critical safety products, and today’s environment of heightened geopolitical tension and increased defense spending, reinforces our belief in Cadre’s growth trajectory.”

Mr. Kanders added, “Since January 2024, Cadre has deployed over $400 million in targeted M&A, including our latest acquisition of Alien Gear Holsters, a recognized brand with an established direct-to-consumer presence. We continue to strengthen our diversified platform of durable safety businesses and remain well positioned to capitalize on attractive growth opportunities ahead, supported by a robust acquisition pipeline and significant financial flexibility. Looking forward, we are focused on further embedding the Cadre Operating Model across our full portfolio with its principles of lean operations, continuous improvement, and leadership accountability driving value as we scale.”

First Quarter 2026 Operating Results

For the quarter ended March 31, 2026, Cadre generated net sales of $155.4 million, as compared to $130.1 million for the quarter ended March 31, 2025, primarily as a result of recent acquisitions, partially offset by timing-related order fluctuations and lower demand for existing nuclear safety products and lower agency demand for hard goods in the Distribution segment.

For the quarter ended March 31, 2026, Cadre generated gross profit of $60.2 million, as compared to $56.1 million for the quarter ended March 31, 2025.

Gross profit margin was 38.7% for the quarter ended March 31, 2026, as compared to 43.1% for the quarter ended March 31, 2025, mainly driven by an increase in inventory step-up amortization and unfavorable product mix, partially offset by favorable pricing, net of material inflation.

Net income was $2.0 million for the quarter ended March 31, 2026, as compared to net income of $9.2 million for the quarter ended March 31, 2025, primarily as a result of increases in compensation expense, interest expense, transaction expense and related party expense, partially offset by increased gross profit.

Cadre generated $21.1 million of Adjusted EBITDA for the quarter ended March 31, 2026, as compared to $20.5 million for the quarter ended March 31, 2025. Adjusted EBITDA margin was 13.6% for the quarter ended March 31, 2026, as compared to 15.8% for the prior year period.

Product segment gross profit margin was 39.9% for the first quarter, compared to 44.4% for the prior year period.

Distribution segment gross profit margin was 19.7% for the first quarter, compared to 21.6% for the prior year period.

Liquidity, Cash Flows and Capital Allocation

● Cash and cash equivalents decreased by $81.6 million from $122.9 million as of December 31, 2025 to $41.3 million as of March 31, 2026.

● Total debt increased by $58.5 million from $307.3 million as of December 31, 2025 to $365.8 million as of March 31, 2026.

● Net debt (total debt net of cash and cash equivalents) increased by $140.2 million from $184.4 million as of December 31, 2025 to $324.6 million as of March 31, 2026.

● Capital expenditures totaled $3.1 million for the three months ended March 31, 2026, compared with $1.4 million for the three months ended March 31, 2025.

Acquisition of Alien Gear Holsters

On April 7, 2026, Cadre completed its acquisition of Alien Gear Holsters and certain assets 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.

GDELS Contract Award

On March 10, 2026, Cadre announced that its subsidiary Med-Eng, LLC had been awarded two contracts totaling $86.4 million by General Dynamics European Land Systems (GDELS) to provide blast attenuation seats. The seats will be deployed in the upcoming production of Mowag EAGLE V 4x4 command and control vehicles, and the Mowag EAGLE V 6x6 medium protected ambulance military vehicles. Production is expected to start this year with smaller deliveries occurring in 2026 with full scale deliveries occurring in 2027.

Acquisition of TYR Tactical

On January 30, 2026, Cadre completed its acquisition of TYR Tactical, LLC, a leading global manufacturer of tactical gear and equipment for military, law enforcement, and government agencies worldwide.

Dividend

On April 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 May 15, 2026 to shareholders of record as of the close of business on the record date of May 1, 2026. The declaration of any future dividend is subject to the discretion of the Company's Board of Directors.

2026 Outlook

For the full year 2026, Cadre expects to generate net sales in the range of $736 million to $758 million and adjusted EBITDA in the range of $136 million and $141 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 Tuesday, May 12, 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 May 26, 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 and (iii) adjusted EBITDA margin. 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)

March 31, 2026

December 31, 2025

Assets

Current assets

Cash and cash equivalents

41,272

122,898

Restricted cash

2,380

2,429

Accounts receivable, net of allowance for doubtful accounts of $300 and $273, respectively

111,292

110,607

Inventories

130,989

100,263

Prepaid expenses

15,782

14,574

Other current assets

17,049

15,095

Total current assets

318,764

365,866

Property and equipment, net of accumulated depreciation and amortization of $64,925 and $63,125, respectively

124,115

78,822

Operating lease assets

22,885

19,778

Deferred tax assets, net

4,731

4,816

Intangible assets, net

173,321

114,984

Goodwill

231,225

181,406

Other assets

4,695

4,359

Total assets

879,736

770,031

Liabilities, Mezzanine Equity and Shareholders' Equity

Current liabilities

Accounts payable

39,901

22,325

Accrued liabilities

82,387

61,066

Income tax payable

2,618

4,838

Current portion of long-term debt

16,263

16,266

Total current liabilities

141,169

104,495

Long-term debt

349,567

290,987

Long-term operating lease liabilities

14,969

15,039

Deferred tax liabilities

30,097

30,058

Other liabilities

7,818

11,648

Total liabilities

543,620

452,227

Mezzanine equity

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

—

Shareholders' equity

Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,797,451 and 42,160,656 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)

Additional paid-in capital

305,897

282,570

Accumulated other comprehensive (loss) income

(2,248)

460

Accumulated earnings

32,463

34,770

Total shareholders’ equity

336,116

317,804

Total liabilities, mezzanine equity and shareholders' equity

879,736

770,031

CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

Three Months Ended March 31,

2026

2025

Net sales

155,429

130,106

Cost of goods sold

95,263

73,975

Gross profit

60,166

56,131

Operating expenses

Selling, general and administrative

48,833

41,753

Restructuring and transaction costs

1,842

698

Related party expense

2,000

128

Total operating expenses

52,675

42,579

Operating income

7,491

13,552

Other expense

Interest expense, net

(4,271)

(2,231)

Other (expense) income, net

(389)

1,287

Total other expense, net

(4,660)

(944)

Income before provision for income taxes

2,831

12,608

Provision for income taxes

(856)

(3,360)

Net income

1,975

9,248

Net income per share:

Basic

0.05

0.23

Diluted

0.05

0.23

Weighted average shares outstanding:

Basic

42,558,154

40,618,554

Diluted

43,363,704

40,980,861

CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Three Months Ended March 31,

2026

2025

Cash Flows From Operating Activities:

Net income

1,975

9,248

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

Depreciation and amortization

5,728

3,856

Amortization of original issue discount and debt issue costs

241

500

Amortization of inventory step-up

2,559

—

Deferred income taxes

533

Stock-based compensation

1,926

1,968

Remeasurement of contingent consideration

(564)

331

Recoveries from losses on accounts receivable

(329)

(17)

Unrealized foreign exchange transaction loss (gain)

643

(731)

Other loss

217

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

Accounts receivable

10,255

10,633

Inventories

(10,492)

(9,143)

Prepaid expenses and other assets

(3,252)

1,340

Accounts payable and other liabilities

13,536

(1,168)

Net cash provided by operating activities

22,521

17,391

Cash Flows From Investing Activities:

Purchase of property and equipment

(2,680)

(1,309)

Business acquisitions, net of cash acquired

(153,553)

—

Net cash used in investing activities

(156,233)

(1,309)

Cash Flows From Financing Activities:

Proceeds from revolving credit facilities

62,500

—

Principal payments on term loans

(4,031)

(2,813)

Taxes paid in connection with employee stock transactions

(1,241)

(1,140)

Dividends distributed

(4,282)

(3,859)

Other

(54)

—

Net cash provided by (used in) financing activities

52,892

(7,812)

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

(855)

228

Change in cash, cash equivalents and restricted cash

(81,675)

8,498

Cash, cash equivalents and restricted cash, beginning of period

125,327

124,933

Cash, cash equivalents and restricted cash, end of period

43,652

133,431

Supplemental Disclosure of Cash Flows Information:

Cash paid for income taxes, net

3,800

2,017

Cash paid for interest

4,907

3,527

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Accruals and accounts payable for capital expenditures

418

104

Non-cash consideration

31,647

—

CADRE HOLDINGS, INC.

SEGMENT INFORMATION

(Unaudited)

(In thousands)

Three Months Ended March 31, 2026

Reconciling

Product

Distribution

Items(1)

Total

Net sales

140,639

20,295

(5,505)

155,429

Cost of goods sold

84,463

16,307

(5,507)

95,263

Gross profit

56,176

3,988

60,166

Three Months Ended March 31, 2025

Reconciling

Product

Distribution

Items(1)

Total

Net sales

112,735

27,862

(10,491)

130,106

Cost of goods sold

62,625

21,841

(10,491)

73,975

Gross profit

50,110

6,021

—

56,131

(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

Last Twelve

December 31,

March 31,

Months

2025

2026

2025

March 31, 2026

Net income

44,139

1,975

9,248

36,866

Add back:

Depreciation and amortization

18,633

5,728

3,856

20,505

Interest expense, net

12,480

4,271

2,231

14,520

Provision for income taxes

18,187

856

3,360

15,683

EBITDA

93,439

12,830

18,695

87,574

Add back:

Restructuring and transaction costs(1)

8,696

3,842

698

11,840

Other expense (income), net(2)

(7,455)

389

(1,287)

(5,779)

Stock-based compensation expense(3)

12,239

1,926

1,968

12,197

Stock-based compensation payroll tax expense(4)

1,566

129

1,603

Amortization of inventory step-up(5)

1,296

2,559

—

3,855

Contingent consideration expense(6)

1,927

(564)

331

1,032

Adjusted EBITDA

111,708

21,111

20,497

112,322

Adjusted EBITDA margin(7)

18.5

13.6

15.8

(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 three months ended March 31, 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 our recent acquisitions.

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

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

EX-99.2

Filename: cdre-20260511xex99d2.htm · Sequence: 3

Exhibit 99.2

FIRST

QUARTER

2026

May 12, 2026

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.

TODAY’S PRESENTERS

WARREN

KANDERS

CEO and Chairman

of the Board

BRAD

WILLIAMS

President

BLAINE

BROWERS

Chief Financial Officer

AGENDA

• Q1 Highlights

• Business Overview

• M&A Execution

• Financial Summary

• Full Year Outlook

• Conclusion and Q&A

CONTINUED EXECUTION IN Q1

Pricing Growth: Exceeded target

Q1 Mix: Unfavorable mix driven by Armor, Nuclear and Distribution

Orders Backlog:

Q1 backlog increased $166M sequentially primarily due to the blast

attenuation seat contract award and TYR acquisition, as well as strong

demand in duty gear and armor

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 18th consecutive quarterly dividend

Commentary:

Cadre continues to deliver on strategic objectives and capitalize on favorable

market trends driving strong demand for mission-critical safety equipment

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

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

LATEST MARKET TRENDS: NUCLEAR

Suspension of plutonium

downblending program represents

near-term headwind, but billions still

committed annually to support

mission-critical/mandated initiatives

Geopolitical uncertainties driving

weapons modernization and

production

“Follow the fuel” strategy

continues to generate significant

opportunities tied to new nuclear

economy

Activity across nuclear

sector remains robust

driven by expanded

government and

commercial programs

Environmental Management

National Defense Commercial Nuclear

RECORD ORDERS BACKLOG OF $355 MILLION

Backlog growth represents an important forward indicator and gives us confidence in FY outlook

Q4 Backlog:

$189M

Q1 Backlog:

$355M

Organic blast

seat contract

Core organic

armor & duty

gear

TYR acquisition

+ $87M

+ $22M

+ $57M

• 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

M&A MOMENTUM

LATEST ACQUISITION OVERVIEW

Acquired Alien Gear Holsters and certain assets from Tedder

Industries, LLC, through a court-supervised bankruptcy auction.

Highlights & Strategic Rationale

• Leading manufacturer of holsters and gear for the consumer, law

enforcement, military, and security markets

• Purchase price of $10.3 million

• Recognized holster brand with an established direct-to-consumer

presence

• Single site business located in Idaho with fully integrated injection

molding and sewing capabilities

• Kicked off with teams to develop strategies and action plans for

functional, consumer, professional, and operational integrations

Cadre’s Key M&A Criteria Met

Leading market position

Cost structure where material > labor

Mission-critical to customer

Strong consumer brand recognition

Asset-light

Attractive ROIC

Niche market

No large-cap competition

Resiliency through market cycles

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

Q1 FINANCIAL

RESULTS

• Q1 net sales improved 19% y/y

• Q1 2026 includes $2.6M of inventory step-up and $1M D&A related to

Zircaloy and TYR

FIRST QUARTER 2026 HIGHLIGHTS

Q1 2026 Q4 2025 Q1 2025

NET SALES $155.4M $167.2M $130.1M

GROSS MARGIN 38.7% 43.4% 43.1%

NET INCOME

$2.0M /

$0.05 per

diluted share

$11.7M /

$0.27 per

diluted share

$9.2M /

$0.23 per

diluted share

ADJUSTED EBITDA 1 $21.1M $34.4M $20.5M

ADJUSTED EBITDA

MARGIN 1 13.6% 20.6% 15.8%

1A non-GAAP financial measure. See slide 24 for definitions and reconciliations to the nearest GAAP measures.

NET SALES AND ADJUSTED EBITDA

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

FY 2026

Guidance

Range

$736M to

$758M

% CAGR

15.7%

% Y/Y GROWTH

22.4% at guidance midpoint

% CAGR

17.3% % Y/Y GROWTH

24.0% at guidance midpoint

1A non-GAAP financial measure. See slide 24 for definitions and reconciliations to the nearest GAAP measures.

$155.4M

1Q26

2023 2024 2025 2026

FY 2024

FY 2023 $567.6M $482.5M

$130.1M

1Q25

FY 2025

$610.3M

FY 2026

Guidance

Range

$736M to

$758M

$21.1M

1Q26

2023 2024 2025 2026

FY 2024

$104.8M

FY 2023

$85.8M

FY 2025

$111.7M

$20.5M

1Q25

FY 2026

Guidance

Range

$136M to

$141M

Q1 2026 CAPITAL STRUCTURE

March 31, 2026

(in thousands)

Cash and cash equivalents $ 41,272

Debt:

Revolver $ 62,500

Current portion of long-term debt 16,263

Long-term debt 288,795

Capitalized discount/issuance costs (1,728)

Total debt, net $ 365,830

Net debt (Total debt net of cash) $ 324,558

Total debt / Adj. EBITDA(1) 3.3x

Net debt / Adj. EBITDA(1) 2.9x

LTM Adj. EBITDA(1) $ 112,322

1A non-GAAP financial measure. See slide 24 for definitions and reconciliations to the nearest GAAP measures.

2026 MANAGEMENT OUTLOOK

Attractive end markets and consistent execution

driving growth

1A non-GAAP financial measure. See slide 24 for definitions and reconciliations to the nearest GAAP measures.

FY 2026 GUIDANCE

NET SALES

$736M to $758M

ADJ. EBITDA

$136M to $141M

CAPITAL EXPENDITURES

$10M to $14M

CONCLUSION

Execution in line with strategic objectives

Ongoing implementation of Cadre operating model

Committed to improving gross and Adj. EBITDA margins

Capitalizing on strong macro tailwinds driving demand

and visibility for Cadre's mission-critical products

Executing on M&A pipeline, building capabilities and

gaining exposure to new markets

APPENDIX

BALANCE SHEET

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

March 31, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 41,272 $ 122,898

Restricted cash 2,380 2,429

Accounts receivable, net of allowance for doubtful accounts of $300 and $273, respectively 111,292 110,607

Inventories 130,989 100,263

Prepaid expenses 15,782 14,574

Other current assets 17,049 15,095

Total current assets 318,764 365,866

Property and equipment, net of accumulated depreciation and amortization of $64,925 and $63,125, respectively 124,115 78,822

Operating lease assets 22,885 19,778

Deferred tax assets, net 4,731 4,816

Intangible assets, net 173,321 114,984

Goodwill 231,225 181,406

Other assets 4,695 4,359

Total assets $ 879,736 $ 770,031

Liabilities, Mezzanine Equity and Shareholders' Equity

Current liabilities

Accounts payable $ 39,901 $ 22,325

Accrued liabilities 82,387 61,066

Income tax payable 2,618 4,838

Current portion of long-term debt 16,263 16,266

Total current liabilities 141,169 104,495

Long-term debt 349,567 290,987

Long-term operating lease liabilities 14,969 15,039

Deferred tax liabilities 30,097 30,058

Other liabilities 7,818 11,648

Total liabilities 543,620 452,227

Mezzanine equity

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

Shareholders' equity

Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,797,451 and 42,160,656 shares issued and outstanding as of March 31, 2026 and

December 31, 2025, respectively) 4 4

Additional paid-in capital 305,897 282,570

Accumulated other comprehensive (loss) income (2,248) 460

Accumulated earnings 32,463 34,770

Total shareholders’ equity 336,116 317,804

Total liabilities, mezzanine equity and shareholders' equity $ 879,736 $ 770,031

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

STATEMENT OF OPERATIONS

Three Months Ended March 31,

2026 2025

Net sales $ 155,429 $ 130,106

Cost of goods sold 95,263 73,975

Gross profit 60,166 56,131

Operating expenses

Selling, general and administrative 48,833 41,753

Restructuring and transaction costs 1,842 698

Related party expense 2,000 128

Total operating expenses 52,675 42,579

Operating income 7,491 13,552

Other expense

Interest expense, net (4,271) (2,231)

Other (expense) income, net (389) 1,287

Total other expense, net (4,660) (944)

Income before provision for income taxes 2,831 12,608

Provision for income taxes (856) (3,360)

Net income $ 1,975 $ 9,248

Net income per share:

Basic $ 0.05 $ 0.23

Diluted $ 0.05 $ 0.23

Weighted average shares outstanding:

Basic 42,558,154 40,618,554

Diluted 43,363,704 40,980,861

UNAUDITED (IN THOUSANDS)

Three Months Ended March 31,

2026 2025

Cash Flows From Operating Activities:

Net income $ 1,975 $ 9,248

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

Depreciation and amortization 5,728 3,856

Amortization of original issue discount and debt issue costs 241 500

Amortization of inventory step-up 2,559 —

Deferred income taxes 78 533

Stock-based compensation 1,926 1,968

Remeasurement of contingent consideration (564) 331

Recoveries from losses on accounts receivable (329) (17)

Unrealized foreign exchange transaction loss (gain) 643 (731)

Other loss 217 41

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

Accounts receivable 10,255 10,633

Inventories (10,492) (9,143)

Prepaid expenses and other assets (3,252) 1,340

Accounts payable and other liabilities 13,536 (1,168)

Net cash provided by operating activities 22,521 17,391

Cash Flows From Investing Activities:

Purchase of property and equipment (2,680) (1,309)

Business acquisitions, net of cash acquired (153,553) —

Net cash used in investing activities (156,233) (1,309)

STATEMENT OF CASH FLOWS

UNAUDITED (IN THOUSANDS)

Three Months Ended March 31

2026 2025

Cash Flows From Financing Activities:

Proceeds from revolving credit facilities 62,500 —

Principal payments on term loans (4,031) (2,813)

Taxes paid in connection with employee stock transactions (1,241) (1,140)

Dividends distributed (4,282) (3,859)

Other (54) —

Net cash provided by (used in) financing activities 52,892 (7,812)

Effect of foreign exchange rates on cash, cash equivalents and restricted cash (855) 228

Change in cash, cash equivalents and restricted cash (81,675) 8,498

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

Cash, cash equivalents and restricted cash, end of period $ 43,652 $ 133,431

Supplemental Disclosure of Cash Flows Information:

Cash paid for income taxes, net $ 3,800 $ 2,017

Cash paid for interest $ 4,907 $ 3,527

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Accruals and accounts payable for capital expenditures $ 418 $ 104

Non-cash consideration $ 31,647 $ —

STATEMENT OF CASH FLOWS – CONTINUED

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 three months ended March 31, 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 our recent acquisitions.

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

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

(IN THOUSANDS)

NON-GAAP RECONCILIATION

Year ended Three Months Ended March 31, LTM

December 31, 2025 2026 2025 March 31, 2026

Net income $ 44,139 $ 1,975 $ 9,248 $ 36,866

Add back:

Depreciation and amortization 18,633 5,728 3,856 20,505

Interest expense, net 12,480 4,271 2,231 14,520

Provision for income taxes 18,187 856 3,360 15,683

EBITDA $ 93,439 $ 12,830 $ 18,695 $ 87,574

Add back:

Restructuring and transaction costs(1) 8,696 3,842 698 11,840

Other expense (income), net(2) (7,455) 389 (1,287) (5,779)

Stock-based compensation expense(3) 12,239 1,926 1,968 12,197

Stock-based compensation payroll tax expense(4) 1,566 129 92 1,603

Amortization of inventory step-up(5) 1,296 2,559 — 3,855

Contingent consideration expense(6) 1,927 (564) 331 1,032

Adjusted EBITDA $ 111,708 $ 21,111 $ 20,497 $ 112,322

Adjusted EBITDA margin(7) 18.5 % 13.6 % 15.8 %

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 and (iii) Adjusted EBITDA margin. 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.

USE OF NON-GAAP MEASURES

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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