Amendment: Cadre Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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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 | |