Cadre Holdings, Inc. Form 8-K Summary
Business Context and Reporting Period
Date of Report: October 28, 2025
Company: Cadre Holdings, Inc. (CDRE)
Event: Entry into a Material Definitive Agreement (Item 1.01)
Context: Cadre Holdings, through its subsidiary Safariland, LLC, has entered into a Securities Purchase Agreement to acquire the tactical gear business of RG Beck AZ, Inc.
Key Financial Metrics and Transaction Terms
This filing details a strategic acquisition rather than periodic financial results. Key transaction values include:
- Total Base Purchase Price: $145,000,000
- Cash Consideration: $130,000,000 (subject to working capital adjustments)
- Equity Consideration: $15,000,000 in Cadre Holdings common stock ($14M in unregistered shares; $1M in RSUs for employees)
- Contingent Consideration (Earn-out): Up to $25,000,000 based on Net Revenue targets for 2026, 2027, and 2028
- Real Estate Acquisition: $30,000,000 for Peoria, Arizona property ($20M cash; $10M equity)
- Liquidated Damages: $10,000,000 plus expenses if a party fails to close after conditions are met
Note: The filing does not provide current revenue, profit, cash flow, or debt metrics for Cadre Holdings or the target companies.
Material Changes and Transaction Structure
The acquisition targets the "Company Group," comprising TYR Tactical, LLC, Dominus LLC, and related entities (TYR Canada, TYR Denmark). The target business manufactures advanced tactical gear, including soft armor, vests, and ballistic plates for military and law enforcement.
Earn-Out Mechanics:
- Annual Cap: $8,333,334 (2026) and $8,333,333 (2027, 2028)
- Thresholds: No payment if Net Revenue is <90% of target. 50% of cap payable at 90%. 100% of cap payable at 100%.
- Interpolation: Straight-line increase between 90% and 100% targets.
- Payment Form: Buyer discretion (cash, stock, or combination).
Outlook, Risks, and Conditions
Closing Conditions: The transaction is subject to customary conditions, including accuracy of representations, no Material Adverse Effect, and regulatory approvals (HSR Act and foreign competition laws).
Timeline:
- Expected Closing: On or after January 5, 2026.
- Termination Date: January 31, 2026 (automatically extended to March 31, 2026 if government approvals are pending).
Risks and Contingencies:
- Transaction consummation is not assured.
- Buyer has the right to seek specific performance without posting a bond; Seller has waived this right.
- Representations and warranties in the agreement are for contractual risk allocation and should not be relied upon as factual statements of current condition.
Investor Verification Checklist
- Verify the final closing date and whether the January 31, 2026 deadline is met or extended.
- Confirm the final share count issued for the $25M equity portion ($15M acquisition + $10M real estate) and its dilution impact.
- Monitor regulatory approval status (HSR Act and international) as a primary closing condition.
- Review the definitive Purchase Agreement (Exhibit 2.1) for specific definitions of "Net Revenue Targets" used in the earn-out calculation.
- Assess the impact of the $130M cash outlay on Cadre's current liquidity and debt covenants (data not provided in this filing).