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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K/A (Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 28, 2025
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 |
|
| Jacksonville,
Florida |
32218 |
| (Address
of principal executive offices) |
(Zip Code) |
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 $.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).
| |
x |
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.
EXPLANATORY NOTE
This Current Report on Form 8-K/A (Amendment No.
1) (this “Amendment”) amends the Current Report on Form 8-K filed by Cadre Holdings, Inc. (the “Company”) with
the Securities and Exchange Commission (the “SEC”) on November 3, 2025 (the “Original Report”). This Amendment
is being filed solely to (i) update the disclosure under Item 1.01 of the Original Report to reflect the entry into Amendment No. 1 to
the Purchase Agreement (as defined below), and (ii) file such amendment as an exhibit under Item 9.01 of this Amendment. Except as expressly
set forth herein, this Amendment does not amend, update, or restate any other information in the Original Report.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On January 29, 2026, the Company, Safariland,
LLC (the “Buyer”), and RG Beck AZ, Inc. (the “Seller”) entered into Amendment No. 1 (the “SPA Amendment”)
to the Securities Purchase Agreement, dated as of October 28, 2025 (as amended by the SPA Amendment, the “Purchase Agreement”).
Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. The SPA Amendment
primarily modifies the Cash Consideration and Equity Consideration components of the Purchase Price. Except as described herein, the other
material terms of the Purchase Agreement remain unchanged. The transactions contemplated by the Purchase Agreement were consummated on
January 30, 2026.
As amended, the Purchase Agreement provides for
Buyer’s acquisition of the Purchased Companies for an aggregate purchase price of $145,000,000, consisting of (i) $120,000,000 in
cash, subject to customary working capital adjustments in accordance with the terms of the Purchase Agreement, and (ii) $25,000,000 of
the Company’s common stock, par value $0.0001 per share (the “Common Stock”), as calculated pursuant to the Purchase
Agreement, comprised of (a) $24,000,000 in the form of unregistered shares of the Company’s Common Stock to be issued to Seller
and (b) $1,000,000 in the form of restricted stock unit awards to be granted to certain employees of the Company Group following the Closing
pursuant to the Company’s 2021 Stock Incentive Plan.
Within 60 calendar days following the Closing
Date, the Company has agreed to file a registration statement on Form S-3 with the SEC to register for public resale by the Seller or
its Affiliates the unregistered shares of Common Stock issued as Equity Consideration pursuant to the Purchase Agreement.
In addition, immediately following the Closing,
Buyer or one of its designees will consummate the acquisition of certain real property located in Peoria, Arizona and used in the operation
of the business of the Company Group, owned by an Affiliate of Seller, pursuant to a definitive purchase and sale agreement for an aggregate
cash purchase price of $30,000,000.
The SPA Amendment also requires Seller to hold
and remit post-Closing receipts received under specified non-transferred contracts to Buyer, modifies certain working capital adjustments
that were described in the Purchase Agreement and updates Disclosure Schedule Sections 2.4 and 2.5 with Exhibits A and B attached to the
SPA Amendment.
The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Original
Report, and the SPA Amendment, which is filed as Exhibit 2.2 to this Amendment, each of which is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description |
| |
|
| 2.1 |
Securities Purchase Agreement, by and among Cadre Holdings, Inc., Safariland, LLC and RG Beck AZ, Inc, dated as of October 28, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 3, 2025). |
| |
|
| 2.2 |
Amendment No. 1 to Securities Purchase Agreement, by and among Cadre Holdings, Inc., Safariland, LLC, and RG Beck AZ, Inc., dated as of January 29, 2026. |
| |
|
| 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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: February 2, 2026
| |
CADRE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Blaine Browers |
| |
Name: |
Blaine Browers |
| |
Title: |
Chief Financial Officer |
