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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):
July 23, 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 |
|
| 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.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 23, 2026, Med-Eng
Holdings ULC, Pacific Safety Products Inc., ICOR Technology Inc. and TYR Tactical Canada ULC, the Company’s Canadian subsidiaries,
as borrowers (the “Canadian Borrowers”), and Safariland, LLC, as guarantor (the “Canadian Guarantor”), closed
on a line of credit pursuant to an Amended and Restated Loan Agreement (the “Canadian Loan Agreement”) and an Amended and
Restated Revolving Line of Credit Note (the “Note”) with PNC Bank Canada Branch (“PNC Canada”), as lender pursuant
to which the Canadian Borrowers may borrow up to CDN$20.0 million under a revolving line of credit (including up to CDN$6.0 million for
letters of credit) (the “Revolving Canadian Loan”). The Revolving Canadian Loan matures on December 20, 2029. The Canadian
Loan Agreement is guaranteed by the Canadian Guarantor pursuant to an Amended and Restated Guaranty and Suretyship Agreement. The Canadian
Loan Agreement amends and restates the prior Canadian loan agreement, which was entered into on October 14, 2021, in its entirety.
The Canadian Borrowers may
elect to have borrowings either in United States dollars or Canadian dollars under the Canadian Loan Agreement, which will bear interest,
in the case of borrowings in United States dollars, at a base rate, daily SOFR or term SOFR, in each case, plus an applicable margin,
and, in the case of borrowings in Canadian dollars, at a Canadian Prime Rate (as announced from time to time by PNC Canada) or the daily
Canadian Overnight Repo Rate Average (“CORRA”) as determined from time to time by the Bank of Canada (or any successor administrator
of CORRA). The applicable margin for these borrowings will range, based on the Company’s consolidated total net leverage ratio,
from 0.50% to 1.50% per annum, in the case of base rate borrowings and Canadian Prime Rate borrowings, and 1.50% to 2.50% per annum,
in the case of daily SOFR borrowings, term SOFR borrowings and CORRA borrowings. The Canadian Loan Agreement also requires the Canadian
Borrowers to pay an unused line fee on the unused portion of the loan commitments in an amount ranging between 0.175% and 0.25% per annum,
based upon the level of the Company’s consolidated total net leverage ratio.
The Canadian Loan Agreement
also contains customary representations and warranties, and affirmative and negative covenants, including, among others, limitations
on additional indebtedness, entry into new lines of business, entry into guarantee agreements, making of any loans or advances to, or
investments in, any other person, restrictions on liens on the assets of the Canadian Borrowers and mergers, transfers of assets and
acquisitions. The Canadian Loan Agreement and Note also contain customary events of default that include, among others, non-payment of
principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults
with respect to, certain other indebtedness, bankruptcy and insolvency events, judgments and change of control provisions. Upon the occurrence
of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Canadian
Loan Agreement may be accelerated.
The foregoing description
of the Canadian Loan Agreement and the Note does not purport to be complete and is qualified in its entirety by reference to the full
text of the Canadian Loan Agreement and the Note, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively,
and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this
Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following Exhibits are filed herewith as a part of this Report:
| Exhibit |
Description |
| |
|
| 10.1 |
Amended
and Restated Loan Agreement, dated as of July 23, 2026, among Med-Eng Holdings ULC, Pacific Safety Products Inc., ICOR Technology
Inc. and TYR Tactical Canada ULC, as borrowers, and PNC Bank Canada Branch, as lender. |
| |
|
| 10.2 |
Amended
and Restated Revolving Line of Credit Note, dated July 23, 2026, among Med-Eng Holdings ULC, Pacific Safety Products Inc., ICOR Technology
Inc. and TYR Tactical Canada ULC, as borrowers, and PNC Bank Canada Branch, as lender. |
| |
|
| 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: July 29, 2026
| |
CADRE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Blaine
Browers |
| |
Name: |
Blaine Browers |
| |
Title: |
Chief Financial Officer |