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Cadre Holdings, Inc.

For the period ended Mar 31, 2026. Filed May 11, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

CDRE$32.60+1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0001104659-25-106299

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-11.

0001104659-26-058670

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 93 previous paragraphs and 83 current paragraphs.

45 unchanged; 31 reworded; 5 added; 10 removed; 7 previous and 2 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

In April 2026, the Company acquired Alien Gear holsters and certain assets from Tedder Industries, LLC for $10.3 million.

Current report

Net sales increased by $25.3 million for the three months ended March 31, 2026 as compared to the three months 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.

Current report

*Net sales.*Product segment net sales increased by $27.9 million, or 24.8%, from $112.7 million to $140.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to an increase of $36.8 million from recent acquisitions, partially offset by decreases of $3.6 million from U.S. armor products and $2.9 million from EOD products, both attributable to order timing, and a $2.8 million decrease in demand for existing nuclear products. Distribution segment net sales decreased by $7.6 million, or 27.2%, from $27.9 million to $20.3 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower demand for hard goods. Reconciling items consist primarily of intercompany eliminations.

Current report

During the three months ended March 31, 2025, we used $1.3 million of cash in investing activities for the purchase of property and equipment.
Removed paragraphs (10)

Previous report

In October 2025, the Company signed a definitive agreement to acquire Tyr Tactical, LLC, a leading global manufacturer of tactical gear and equipment for military, law enforcement, and government agencies worldwide, for approximately $175.0 million.

Previous report

Net sales increased by $46.5 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily as a result of the Zircaloy acquisition, the impact of the 2024 cybersecurity incident on the comparable period, and increased demand for North American armor and duty gear products, partially offset by decreases in the existing nuclear safety business.

Previous report

Net sales increased by $51.5 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily as a result of the Zircaloy acquisition, the impact of the 2024 cybersecurity incident on the comparable period, and increased demand for existing nuclear safety products and crowd control products.

Previous report

Net income increased by $9.3 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily as a result of increased gross profit and gains from foreign currency fluctuations, partially offset by increases in compensation expense, interest expense and provision for taxes.

Previous report

*Net sales.*Product segment net sales increased by $42.3 million, or 43.8%, from $96.5 million to $138.8 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to an increase of $18.1 million from the Zircaloy acquisition and increases of $14.9 million from North American armor products and $14.1 million from duty gear products – both a result of stronger demand in the current period and the impact of the 2024 cybersecurity incident on the comparable period, partially offset by a decrease of $5.5 million due to large order timing in the existing nuclear safety products. Distribution segment net sales increased by $8.7 million, or 48.5%, from $17.8 million to $26.5 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to stronger demand for hard goods and the impact of the 2024 cybersecurity incident on the comparable period. Reconciling items consist primarily of intercompany eliminations.

Previous report

*Selling, general and administrative.*Selling, general and administrative increased by $11.6 million, or 34.3%, for the three months ended September 30, 2025 as compared to the same period in 2024, primarily due to the Zircaloy acquisition, and increases in payroll expense and associated benefits, and professional services expenses.

Previous report

*Related party expense.*Related party expense, which ordinarily consists of rent expense related todistribution warehouses and retail stores that we lease from related parties, remained flat for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

Previous report

Comparison of Nine months Ended September 30, 2025 to Nine months Ended September 30, 2024

Previous report

*Net sales.*Product segment net sales increased by $48.0 million, or 14.0%, from $343.7 million to $391.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to an increase of $31.5 million from the Zircaloy acquisition and increases of $16.5 million from duty gear products and $6.2 million from North American armor products – both a result of stronger demand in the current period and the impact of the 2024 cybersecurity incident on the comparable period, $3.9 million from existing nuclear safety products, and $2.4 million from higher demand for crowd control products, partially offset by a decrease of $12.0 million from EOD as a result of large orders delivered in the nine months ended September 30, 2024. Distribution segment net sales increased by $8.3 million, or 11.5%, from $71.6 million to $79.9 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to stronger demand for hard goods and the impact of the 2024 cybersecurity incident on the comparable period. Reconciling items consist primarily of intercompany eliminations.

Previous report

During the nine months ended September 30, 2024, we used $146.1 million of cash in investing activities, primarily consisting of $141.8 million for the acquisition of ICOR and Alpha Safety.
Reworded paragraphs (31)

Previous wording

Cadre is 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. Our equipment provides critical protection to allow its users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. Through our dedication to superior quality, we establish a direct covenant with end users that our products will perform and keep them safe when they are most needed. We sell a wide range of products including body armor, explosive ordnance disposal equipment and duty gear through both direct and indirect channels. In addition, through our owned distribution, we serve as a one-stop shop for first responders providing equipment we manufacture as well as third-party products including uniforms, optics, boots, firearms and ammunition. The majority of our diversified product offering is governed by rigorous safety standards and regulations. Demand for our products is driven by technological advancement as well as recurring modernization and replacement cycles for the equipment to maintain its efficiency, effective performance and regulatory compliance.

Current wording

We are 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. Our equipment provides critical protection to allow its users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. Through our dedication to superior quality, we establish a direct covenant with end users that our products will perform and keep them safe when they are most needed. We sell a wide range of products including body armor, explosive ordnance disposal equipment, duty gear, remote handling solutions, containers for the storage of radioactive materials, and ventilation and containment solutions through both direct and indirect channels. In addition, through our owned distribution, we serve as a one-stop shop for first responders providing equipment we manufacture as well as third-party products including uniforms, optics, boots, firearms, and ammunition. A substantial portion of our diversified product offering is governed by rigorous safety standards and regulations. Demand for our products is driven by technological advancement as well as recurring modernization and replacement cycles for the equipment to maintain its efficiency, effective performance, and regulatory compliance.

Previous wording

We service the ever-changing needs of our end users by investing in research and development for new product innovation and technical advancements that continually raise the standards for safety equipment. Our target end user base includes domestic and international first responders such as state and local law enforcement, fire and rescue, explosive ordnance disposal technicians, emergency medical technicians, fishing and wildlife enforcement and departments of corrections, as well as federal agencies including the U.S. Department of State, U.S. Department of Defense, U.S. Department of Interior, U.S. Department of Justice, U.S. Department of Homeland Security, U.S. Department of Corrections and numerous foreign government agencies in over 100 countries.

Current wording

Domestically, we are a top provider of safety holsters and soft body armor for first responders, as well as a top provider of nuclear safety solutions. Globally, we are a leading provider of explosive ordnance disposal technician equipment. We believe we have achieved these positions through our high-quality standards, innovation and a direct connection to the end users. We service the ever-changing needs of our end users by investing in research and development for new product innovation and technical advancements that continually raise the standards for safety equipment in the markets we serve. Our target end user base includes state, local, and international law enforcement, fire and rescue, explosive ordnance disposal technicians, commercial nuclear power plants, emergency medical technicians (“EMT”), fishing and wildlife enforcement and departments of corrections, as well as federal agencies including the U.S. Department of State (“DoS”), U.S. Department of War (“DoW”), U.S. Department of Interior (“DoI”), U.S. Department of Justice (“DoJ”), U.S. Department of Homeland Security (“DHS”), U.S. Department of Corrections (“DoC”), the Department of Energy (“DoE”), numerous foreign government agencies and other companies involved in the nuclear industry.

Previous wording

In April 2025, the Company acquired Zircaloy for $98.9 million.

Current wording

In January 2026, the Company acquired TYR Tactical, LLC (“TYR”) for $185.2 million.

Previous wording

Net income increased by $7.3 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily as a result of increased gross profit, partially offset by Zircaloy selling, general and administrative expenses and increases in compensation expense, transaction costs and interest expense.

Current wording

Net income decreased by $7.3 million for the three months ended March 31, 2026 as compared to the three months 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.

Previous wording

Orders backlog increased by $75.5 million as of September 30, 2025 compared to December 31, 2024, primarily due to increases of $54.3 million from the Zircaloy acquisition, $9.4 million from U.S. government and international channels for duty gear holsters, $7.3 million from chemiluminescent products and $3.8 million from structural armor products, partially offset by reductions of $6.5 million from existing nuclear safety products.

Current wording

Orders backlog increased by $165.6 million as of March 31, 2026 compared to December 31, 2025, primarily due to increases of $87.1 million from explosive ordnance disposal (“EOD”) products due to two large orders for blast attenuation seats, $57.4 million from the TYR acquisition, $15.7 million from nuclear safety products, $5.4 million from international and domestic channels for duty gear, and $5.0 million from armor.

Previous wording

The following table presents data from our results of operations for the three and nine months ended September 30, 2025 and 2024 (in thousands unless otherwise noted):

Current wording

The following table presents data from our results of operations for the three months ended March 31, 2026 and 2025 (in thousands unless otherwise noted):

Previous wording

The following tables present segment data for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following tables present segment data for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

*Cost of goods sold and gross profit.*Product segment cost of goods sold increased by $17.5 million, or 28.9%, from $60.4 million to $77.9 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to the Zircaloy acquisition, increased volume, and increased costs to manufacture products, partially offset by amortization of inventory step up adjustments related to 2024 acquisitions and continuous improvement projects. Product segment gross profit as a percentage of net sales increased by 650 basis points to 43.9% for the three months ended September 30, 2025 from 37.4% for the three months ended September 30, 2024, mainly driven by increased volume, favorable pricing net of material inflation, and a decrease in inventory step-up amortization. Distribution segment cost of goods sold increased by $6.9 million, or 49.6%, from $13.9 million to $20.8 million for the three months ended September 30, 2025 as compared to the same period in 2024, primarily due to increased volume. Distribution segment gross profit as a percentage of net sales decreased by 60 basis points to 21.3% for the three months ended September 30, 2025 from 21.9% for the three months ended September 30, 2024, mainly driven by a one-time inventory charge. Reconciling items consist primarily of intercompany eliminations.

Current wording

*Cost of goods sold and gross profit.*Product segment cost of goods sold increased by $21.9 million, or 34.9%, from $62.6 million to $84.5 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to recent acquisitions, inventory step-up amortization and increased costs to manufacture product, partially offset by continuous improvement projects. Product segment gross profit as a percentage of net sales decreased by 451 basis points to 39.9% for the three months ended March 31, 2026 from 44.4% for the three months 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.

Previous wording

*Cost of goods sold and gross profit.*Product segment cost of goods sold increased by $18.4 million, or 9.0%, from $203.8 million to $222.2 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to the Zircaloy acquisition, increased volume, and increased costs to manufacture product, partially offset by a decrease in inventory step-up amortization and continuous improvement projects. Product segment gross profit as a percentage of net sales increased by 256 basis points to 43.3% for the nine months ended September 30, 2025 from 40.7% for the nine months ended September 30, 2024, mainly driven by increased volume, favorable pricing net of material inflation, and a decrease in inventory step-up amortization, partially offset by labor and overhead inflation. Distribution segment cost of goods sold increased by $7.1 million, or 12.8%, from $55.2 million to $62.3 million for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to increased volume. Distribution segment gross profit as a percentage of net sales decreased by 91 basis points to 22.0% for the nine months ended September 30, 2025 from 22.9% for the nine months ended September 30, 2024, mainly driven by unfavorable mix. Reconciling items consist primarily of intercompany eliminations.

Current wording

Distribution segment cost of goods sold decreased by $5.5 million, or 25.3%, from $21.8 million to $16.3 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to decreased volume. Distribution segment gross profit as a percentage of net sales decreased by 196 basis points to 19.7% for the three months ended March 31, 2026 from 21.6% for the three months ended March 31, 2025, mainly driven by unfavorable mix. Reconciling items consist primarily of intercompany eliminations.

Previous wording

*Selling, general and administrative.*Selling, general and administrative increased by $19.2 million, or 17.0%, for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to the Zircaloy acquisition, payroll expense and associated benefits, and professional services expenses.

Current wording

*Selling, general and administrative.*Selling, general and administrative increased by $7.1 million, or 17.0%, for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to recent acquisitions, higher employee compensation and associated benefits, and professional services expenses.

Previous wording

*Restructuring and transaction costs.*Restructuring and transaction costs increased by $1.7 million for the three months ended September 30, 2025 primarily due to increased transaction costs associated with the acquisition of Tyr Tactical, LLC.

Current wording

*Restructuring and transaction costs.*Restructuring and transaction costs increased by $1.1 million for the three months ended March 31, 2026 primarily due to increased transaction costs associated with the acquisition of TYR.

Previous wording

*Related party expense.*Related party expense, which ordinarily consists of rent expense related todistribution warehouses and retail stores that we lease from related parties, decreased by $0.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to a prior year$1.8 million transaction fee offset by a current year $1.0 million transaction fee paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with the acquisitions of Alpha Safety and Zircaloy, respectively.

Current wording

*Related party expense.*Related party expense, which primarily consists of one-time fees paid to related parties for transaction related services, increased by $1.9 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to a $2.0 million transaction fee paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with the acquisition of TYR.

Previous wording

*Interest expense, net.*Interest expense, net increased by $1.0 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to the debt assumed as part of the Zircaloy acquisition in April 2025.

Current wording

*Interest expense, net.*Interest expense, net increased by $2.0 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the debt assumed as part of recent acquisitions.

Previous wording

*Other (expense) income, net.*Other expense, net was $0.8 million for the three months ended September 30, 2025 as compared to Other income, net of $1.6 million for the three months ended September 30, 2024, primarily due to changes in foreign currency exchange rates.

Current wording

*Other (expense) income, net.*Other (expense), net was $0.4 million for the three months ended March 31, 2026 as compared to Other income, net of $1.3 million for the three months ended March 31, 2025, primarily due to changes in foreign currency exchange rates.

Previous wording

*Provision for income taxes.*Provision for income taxes was $3.9 million for the three months ended September 30, 2025 compared to $1.3 million for the three months ended September 30, 2024. The effective tax rate was 26.3% for the three months ended September 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation, partially offset by a decrease in the reserve for uncertain tax positions during the quarter. The effective tax rate was 26.8% for the three months ended September 30, 2024 andwas higher than the statutory rate primarily due to non-deductible executive compensation.

Current wording

Provision for income taxes. Provision for income taxes was $0.9 million for the three months ended March 31, 2026 compared to $3.4 million for the three months ended March 31, 2025. The effective tax rate was 30.2% for the three months ended March 31, 2026 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 26.6% for the three months ended March 31, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation.

Previous wording

This Quarterly Report on Form 10-Q includes EBITDA and Adjusted EBITDA, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S. GAAP. EBITDA is defined as net income before depreciation and amortization expense, interest expense and provision for income tax. Adjusted EBITDA represents EBITDA that excludes restructuring and transaction costs, other (income) expense, net, stock-based compensation expense, stock-based compensation payroll tax expense, long-term incentive plan (“LTIP”) bonus, amortization of inventory step-up and contingent consideration expense as these items do not represent our core operating performance.

Current wording

amortization expense, interest expense and provision for income tax. Adjusted EBITDA represents EBITDA that excludes restructuring and transaction costs, other expense (income), net, stock-based compensation expense, stock-based compensation payroll tax expense, amortization of inventory step-up and contingent consideration expense as these items do not represent our core operating performance.

Previous wording

Adjusted EBITDA increased by $16.3 million for the three months ended September 30, 2025 as compared to 2024, primarily due to an increase in gross profit and the Zircaloy acquisition, partially offset by an increase in selling, general and administrative expenses. Adjusted EBITDA increased by $11.0 million for the nine months ended September 30, 2025 as compared to 2024, primarily due to an increase in gross profit and the Zircaloy acquisition, partially offset by an increase in selling, general and administrative expenses.

Current wording

Adjusted EBITDA increased by $0.6 million for the three months ended March 31, 2026 as compared to 2025, primarily due to an increase in gross profit from recent acquisitions, partially offset by an increase in selling, general and administrative expenses from recent acquisitions.

Previous wording

For the nine months ended September 30, 2025, net cash provided by operating activities totaled $42.5 million and as of September 30, 2025, cash and cash equivalents totaled $150.9 million. We believe that our cash flows from operations and cash on hand, and available borrowing capacity under our existing credit facilities (as described below) will be adequate to meet our liquidity requirements for at least the 12 months following the date of this Quarterly Report on Form 10-Q. Our future capital requirements will depend on several factors, including future acquisitions and investments in our manufacturing facilities and equipment. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us, if at all.

Current wording

For the three months ended March 31, 2026, net cash provided by operating activities totaled $22.5 million and as of March 31, 2026, cash and cash equivalents totaled $41.3 million. We believe that our cash flows from operations and cash on hand, and available borrowing capacity under our existing credit facilities (as described below) will be adequate to meet our liquidity requirements for at least the 12 months following the date of this Quarterly Report on Form 10-Q. Our future capital requirements will depend on several factors, including future acquisitions and investments in our manufacturing facilities and equipment. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us, if at all.

Previous wording

As of September 30, 2025 and December 31, 2024, we had $311.2 million and $223.2 million in outstanding debt, net of debt discounts and debt issuance costs, respectively, primarily related to the term loan facilities.

Current wording

As of March 31, 2026 and December 31, 2025, we had $365.8 million and $307.3 million in outstanding debt, net of debt discounts and debt issuance costs, respectively, primarily related to the term loan facilities.

Previous wording

The 2024 Credit Agreement is guaranteed, jointly and severally, by the 2024 Guarantors and, subject to certain exceptions, secured by a first-priority security interest in substantially all of the assets of the 2024 Borrower and the 2024 Guarantors pursuant to an Amended

Current wording

The 2024 Credit Agreement is guaranteed, jointly and severally, by the 2024 Guarantors and, subject to certain exceptions, secured by a first-priority security interest in substantially all of the assets of the 2024 Borrower and the 2024 Guarantors pursuant to an Amended and Restated Security and Pledge Agreement and an Amended and Restated Guaranty and Suretyship Agreement, each dated as of the 2024 Credit Agreement Closing Date.

Previous wording

The 2024 Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the 2024 Borrower or any 2024 Guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, dispositions, and mandatory prepayments in connection with certain liquidity events. Additionally, the 2024 Credit Agreement contains certain restrictive debt covenants, which require us to: (i) maintain a minimum fixed charge coverage ratio of 1.25 to 1.00, starting with the quarter ended December 31, 2024, which is to be determined for each quarter end on a trailing four quarter basis and (ii) maintain a quarterly maximum consolidated total net leverage ratio of 4.00 to 1.00 from the quarter ended December 31, 2024 until the quarter ended March 31, 2026, and thereafter 3.50 to 1.00, which is in each case to be determined on a trailing four quarter basis; provided that under certain circumstances and subject to certain limitations, in the event of a material acquisition, we may temporarily increase the consolidated total net leverage ratio by up to 0.50 to 1.00 for four fiscal quarters following such acquisition, subject to a maximum consolidated total net leverage ratio of 4.00 to 1.00. Furthermore, the 2024 Credit Agreement also includes customary events of default, including non-payment of principal, interest, or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payments on other material indebtedness, bankruptcy and insolvency events, material 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 2024 Credit Agreement may be accelerated, and the Lenders could foreclose on their security interests in the assets of the 2024 Borrower and the Guarantors. As of October 31, 2025, there were no amounts outstanding under the 2024 Revolving Loan.

Current wording

The 2024 Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the 2024 Borrower or any 2024 Guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, dispositions, and mandatory prepayments in connection with certain liquidity events. Additionally, the 2024 Credit Agreement contains certain restrictive debt covenants, which require us to: (i) maintain a minimum fixed charge coverage ratio of 1.25 to 1.00, starting with the quarter ended December 31, 2024, which is to be determined for each quarter end on a trailing four quarter basis and (ii) maintain a quarterly maximum consolidated total net leverage ratio of 4.00 to 1.00 from the quarter ended December 31, 2024 until the quarter ended March 31, 2026, and thereafter 3.50 to 1.00, which is in each case to be determined on a trailing four quarter basis; provided that under certain circumstances and subject to certain limitations, in the event of a material acquisition, we may temporarily increase the consolidated total net leverage ratio by up to 0.50 to 1.00 for four fiscal quarters following such acquisition, subject to a maximum consolidated total net leverage ratio of 4.00 to 1.00. Furthermore, the 2024 Credit Agreement also includes customary events of default, including non-payment of principal, interest, or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payments on other material indebtedness, bankruptcy and insolvency events, material 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 2024 Credit Agreement may be accelerated, and the Lenders could foreclose on their security interests in the assets of the 2024 Borrower and the Guarantors. As of May 1, 2026, there was $62.5 million outstanding under the 2024 Revolving Loan.

Previous wording

There were no amounts outstanding under the 2024 Revolving Loan as of September 30, 2025 and December 31, 2024. As of September 30, 2025, there were $2.0 million in outstanding letters of credit and $173.0 million of availability.

Current wording

There was $62.5 million and no amounts outstanding under the 2024 Revolving Loan as of March 31, 2026 and December 31, 2025.

Previous wording

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 at a base rate or SOFR, in each case, plus an applicable margin, in the case of borrowings in United States dollars, or at a Canadian Prime Rate (as announced from time to time by PNC Canada) or a Canadian deposit offered rate (“CDOR”) as determined from time to time by PNC Canada in accordance with the Canadian Loan Agreement. The applicable margin for these borrowings will range 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 SOFR borrowings and CDOR borrowings. The Canadian Loan Agreement also requires the Canadian Borrowers to pay (i) an unused line fee on the unused portion of the loan commitments in an amount ranging

Current wording

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 at a base rate or SOFR, in each case, plus an applicable margin, in the case of borrowings in United States dollars, or at a Canadian Prime Rate (as announced from time to time by PNC Canada) or a Canadian deposit offered rate (“CDOR”) as determined from time to time by PNC Canada in accordance with the Canadian Loan Agreement. The applicable margin

Previous wording

During the nine months ended September 30, 2025, net cash provided by operating activities of $42.5 million resulted primarily from net income of $32.4 million, add-backs to net income of a $13.9 million for depreciation and amortization, and $6.8 million for stock-based compensation, primarily offset by deductions to net income of $4.2 million for deferred income taxes, $2.3 million for unrealized foreign currency transaction gains and $7.7 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts receivable of $19.4 million, an increase in inventories of $14.8 million and a decrease in accounts payable and other liabilities of $16.9 million.

Current wording

During the three months ended March 31, 2026, net cash provided by operating activities of $22.5 million resulted primarily from net income of $2.0 million, add-backs to net income of $5.7 million for depreciation and amortization, $2.6 million for amortization of inventory step-up, $1.9 million for stock-based compensation, and $10.0 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts receivable of $10.3 million, an increase in inventories of $10.5 million and an increase in accounts payable and other liabilities of $16.9 million.

Previous wording

During the nine months ended September 30, 2024, net cash provided by operating activities of $8.1 million resulted primarily from net income of $23.2 million, a $12.3 million add back to net income for depreciation and amortization, a $6.3 million add back to net income for stock-based compensation, a deduction to net income of $11.6 million for deferred income taxes and a net deduction to net income of $27.7 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts payable and other liabilities of $21.1 million and an increase in prepaid expenses and other assets of $4.2 million.

Current wording

During the three months ended March 31, 2025, net cash provided by operating activities of $17.4 million resulted primarily from net income of $9.2 million, add-backs to net income of$3.9 million for depreciation and amortization, $2.0 million for stock-based compensation, and $1.6 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts receivable of $10.6 million and an increase in inventories of $9.1 million.

Previous wording

During the nine months ended September 30, 2025, we used $93.2 million of cash in investing activities, primarily consisting of $89.6 million for the acquisition of Zircaloy.

Current wording

During the three months ended March 31, 2026, we used $156.2 million of cash in investing activities, consisting of $153.6 million for the acquisition of TYR and $2.7 million for thepurchase of property and equipment.

Previous wording

During the nine months ended September 30, 2025, net cash provided by financing activities of $75.4 million resulted primarily from proceeds from term loans of $97.5 million, partially offset by principal payments on term loans of $9.7 million and dividends distributed of $11.6 million.

Current wording

During the three months ended March 31, 2026, net cash provided by financing activities of $52.9 million resulted primarily from proceeds from revolving credit facilities of $62.5 million, partially offset by principal payments on term loans of $4.0 million and dividends distributed of $4.3 million.

Previous wording

During the nine months ended September 30, 2024, net cash provided by financing activities of $142.8 million resulted primarily from proceeds from term loans of $80.0 million and proceeds from the secondary offering, including option exercise, of $91.8 million, partially offset by principal payments on term loans of $9.6 million, taxes paid in connection with employee stock transactions of $5.3 million and dividends distributed of $10.4 million.

Current wording

During the three months ended March 31, 2025, we used $7.8 million of cash in financing activities, consisting of principal payments on term loans of $2.8 million, taxes paid in connection with employee stock transactions of $1.1 million and dividends distributed of $3.9 million.

Previous wording

Our long-term contractual obligations generally include our debt and related interest payments and operating and finance lease payments for our property and equipment, and are expected to be funded from cash-on-hand, cash from operations and availability under our existing credit facilities. There were no significant changes to our contractual obligations from those disclosed in the Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025.

Current wording

Our long-term contractual obligations generally include our debt and related interest payments and operating and finance lease payments for our property and equipment, and are expected to be funded from cash-on-hand, cash from operations and availability under our existing credit facilities. There were no significant changes to our contractual obligations from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2026, other than for the following obligations:

Previous wording

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation, and an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or golden parachute arrangements.

Current wording

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation and an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or golden parachute arrangements.

Previous wording

In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our condensed consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.

Current wording

In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our condensed consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates. We will cease to be an emerging growth company no later than December 31, 2026, the last day of the fiscal year in which the fifth anniversary of our initial public offering occurs. Following that date, we will no longer be entitled to rely on the reduced disclosure and other accommodations available to emerging growth companies.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

This Quarterly Report on Form 10-Q includes EBITDA and Adjusted EBITDA, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S. GAAP. EBITDA is defined as net income before depreciation and

Current report — wording carried from elsewhere

for these borrowings will range 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 SOFR borrowings and CDOR borrowings. The Canadian Loan Agreement also requires the Canadian Borrowers to pay (i) 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, and (ii) an upfront fee equal to 0.25% of the principal amount of the Note.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

*Restructuring and transaction costs.*Restructuring and transaction costs increased by $2.6 million for the nine months ended September 30, 2025 primarily due to increased transaction costs associated with the acquisition of Tyr Tactical, LLC.

Previous report — wording carried elsewhere

*Interest expense, net.*Interest expense, net increased by $3.2 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to the debt assumed as part of the Zircaloy acquisition in April 2025.

Previous report — wording carried elsewhere

*Other (expense) income, net.*Other income, net was $6.6 million for the nine months ended September 30, 2025 as compared to Other expense, net of $0.2 million for the nine months ended September 30, 2024, primarily due to changes in foreign currency exchange rates.

Previous report — wording carried elsewhere

Provision for income taxes. Provision for income taxes was $12.3 million for the nine months ended September 30, 2025 compared to $8.4 million for the nine months ended September 30, 2024. The effective tax rate was 27.5% for the nine months ended September 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation, partially offset by a decrease in the reserve for uncertain tax positions during the quarter. The effective tax rate was 26.5% for the nine months ended September 30, 2024 and was higher than the statutory rate primarily due to non-deductible executive compensation.

Previous report — wording carried elsewhere

and Restated Security and Pledge Agreement and an Amended and Restated Guaranty and Suretyship Agreement, each dated as of the 2024 Credit Agreement Closing Date.

Previous report — wording carried elsewhere

between 0.175% and 0.25% per annum, based upon the level of the Company’s consolidated total net leverage ratio, and (ii) an upfront fee equal to 0.25% of the principal amount of the Note.

Previous report — wording carried elsewhere

Net cash provided by financing activities