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Cadre Holdings, Inc.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

View on SEC.gov

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.

Jun 30, 2026 · Filed Aug 5, 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 2026-03-31; filed 2026-05-11.

0001104659-26-058670

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001104659-26-091151

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 83 previous paragraphs and 95 current paragraphs.

47 unchanged; 31 reworded; 9 added; 3 removed; 2 previous and 8 current paragraphs rearranged.

Tables are not compared: 17 previous and 20 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 (9)

Current report

Net sales increased by $50.0 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of current year acquisitions and increased demand for nuclear safety, armor, and duty gear products.

Current report

Net income decreased by $8.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as a result of increased contingent consideration expense, compensation expense, and interest expense, as well as adverse foreign currency fluctuations, partially offset by increased gross profit.

Current report

*Net sales.*Product segment net sales increased by $49.9 million, or 35.6%, from $140.1 million to $190.0 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to increases of $36.6 million from current year acquisitions, $8.4 million from higher demand for nuclear safety products, of which $3.3 million is organic, $3.2 million from increased demand for existing armor products, and $2.3 million from higher demand for duty gear products. Distribution segment net sales increased by $1.6 million, or 6.3%, from $25.5 million to $27.1 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to higher demand for hard goods. Reconciling items consist primarily of intercompany eliminations.

Current report

Comparison of Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025

Current report

Distribution segment cost of goods sold decreased by $4.3 million, or 10.1%, from $41.5 million to $37.2 million for the six months ended June 30, 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 91 basis points to 21.4% for the six months ended June 30, 2026 from 22.3% for the six months ended June 30, 2025, mainly driven by unfavorable mix. Reconciling items consist primarily of intercompany eliminations.

Current report

*Selling, general and administrative.*Selling, general and administrative increased by $25.2 million, or 29.0%, for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to current and prior year acquisitions and higher employee compensation and associated benefits.

Current report

*Restructuring and transaction costs.*Restructuring and transaction costs decreased by $0.7 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to higher transaction costs associated with the Zircaloy acquisition in 2025.

Current report

ended June 30, 2026 and a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Zircaloy for the three and six months ended June 30, 2025, which is included in related party expense in the Company’s condensed consolidated statements of operations and comprehensive income.

Current report

During the six months ended June 30, 2025, we used $92.3 million of cash in investing activities, primarily consisting of $89.6 million for the acquisition of Zircaloy.
Removed paragraphs (3)

Previous 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.

Previous report

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.
Reworded paragraphs (31)

Previous 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.

Current wording

Net income decreased by $0.8 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of increased contingent consideration expense, increased compensation expense, and adverse foreign currency fluctuations, partially offset by increased gross profit.

Previous wording

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 wording

Net sales increased by $75.3 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as a result of current and prior year acquisitions, partially offset by lower agency demand for hard goods in the Distribution segment.

Previous 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.

Current wording

Orders backlog increased by $177.9 million as of June 30, 2026 compared to December 31, 2025, primarily due to increases of $107.0 million from orders of vehicle blast attenuation seats, blast exposure monitoring sensors, and remotely operated vehicles, $56.1 million from current year acquisitions, $12.6 million from nuclear safety products, and $7.6 million due to international and domestic channels for duty gear holsters, partially offset by a $4.7 million decrease in international and domestic orders for crowd control products.

Previous 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):

Current wording

The following table presents data from our results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands unless otherwise noted):

Previous wording

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

Current wording

The following tables present segment data for the three and six months ended June 30, 2026 and 2025 (in thousands):

Previous 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.

Current wording

*Cost of goods sold and gross profit.*Product segment cost of goods sold increased by $27.4 million, or 33.5%, from $81.7 million to $109.1 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to current year acquisitions, increased volume, 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 increased by 90 basis points to 42.6% for the three months ended June 30, 2026 from 41.7% for the three months ended June 30, 2025, mainly driven by favorable pricing, net of material inflation, and favorable product mix, partially offset by an increase in inventory step-up amortization.

Previous 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.

Current wording

Distribution segment cost of goods sold increased by $1.3 million, or 6.8%, from $19.6 million to $20.9 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to increased volume. Distribution segment gross profit as a percentage of net sales decreased by 30 basis points to 22.8% for the three months ended June 30, 2026 from 23.1% for the three months ended June 30, 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 $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.

Current wording

*Selling, general and administrative.*Selling, general and administrative increased by $18.1 million, or 40.1%, for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to current year acquisitions, higher employee compensation and associated benefits, and professional services expenses.

Previous 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.

Current wording

*Restructuring and transaction costs.*Restructuring and transaction costs decreased by $1.9 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to higher transaction costs associated with the Zircaloy acquisition in 2025.

Previous 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.

Current wording

*Related party expense.*Related party expense, which primarily consists of one-time fees paid to related parties for transaction related services, decreased by $1.1 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to a $1.0 million decrease in transaction fees paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with acquisitions.

Previous 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.

Current wording

*Interest expense, net.*Interest expense, net increased by $1.4 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to the debt assumed as part of acquisitions.

Previous 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.

Current wording

*Other (expense) income, net.*Other (expense), net was $0.5 million for the three months ended June 30, 2026 as compared to Other income, net of $6.1 million for the three months ended June 30, 2025, primarily due to changes in foreign currency exchange rates.

Previous 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.

Current wording

Provision for income taxes. Provision for income taxes was $5.5 million for the three months ended June 30, 2026 compared to $5.0 million for the three months ended June 30, 2025. The effective tax rate was 32.6%% for the three months ended June 30, 2026 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 29.0% for the three months ended June 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation.

Previous wording

*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 wording

*Net sales.*Product segment net sales increased by $77.8 million, or 30.8%, from $252.9 million to $330.7 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to an increase of $78.5 million from current and prior year acquisitions. Distribution segment net sales decreased by $6.0 million, or 11.2%, from $53.4 million to $47.4 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to lower demand for hard goods. Reconciling items consist primarily of intercompany eliminations.

Previous 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.

Current 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 expense (income), net, stock-based compensation expense, stock-based compensation payroll tax expense, amortization of inventory step-up, contingent consideration expense, and impairment expense as these items do not represent our core operating performance.

Previous 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.

Current wording

Adjusted EBITDA increased by $15.0 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to an increase in gross profit from current year acquisitions, partially offset by an increase in selling, general and administrative expenses from current year acquisitions. Adjusted EBITDA increased by $15.6 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to an increase in gross profit from current and prior year acquisitions, partially offset by an increase in selling, general and administrative expenses from current and prior year acquisitions.

Previous 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.

Current wording

For the six months ended June 30, 2026, net cash provided by operating activities totaled $44.7 million and as of June 30, 2026, cash and cash equivalents totaled $54.0 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 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.

Current wording

As of June 30, 2026 and December 31, 2025, we had $374.3 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 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.

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 July 31, 2026, there were no amounts outstanding under the 2024 Revolving Loan.

Previous wording

In April 2025, in connection with the Zircaloy acquisition, the Company drew $97,500 of the $115,000 available under the DDTL- A-1 Facility. The DDTL- A-1 Facility has the same terms and conditions as the 2024 Term Loan, including such items as interest rate, quarterly amortization payment requirements, and maturity date.

Current wording

In April 2025, in connection with the Zircaloy acquisition, the Company drew $97.5 million of the $115.0 million available under the DDTL- A-1 Facility. In June 2026, the Company drew $75.0 million under the DDTL-A-2 Facility. The DDTL-A-1 and DDTL-A-2 facilities have the same terms and conditions as the 2024 Term Loan, including such items as interest rate, quarterly amortization payment requirements, and maturity date.

Previous wording

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

Current wording

There were no amounts outstanding under the 2024 Revolving Loan as of June 30, 2026 and December 31, 2025, respectively.

Previous wording

On October 14, 2021, Med-Eng Holdings ULC and Pacific Safety Products Inc., 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 a Loan Agreement (the “Canadian Loan Agreement”) and a 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$10.0 million under a revolving line of credit (including up to $3.0 million for letters of credit) (the “Revolving Canadian Loan”). The Revolving Canadian Loan matures on July 23, 2026. The Canadian Loan Agreement is guaranteed by the Canadian Guarantor pursuant to a Guaranty and Suretyship Agreement.

Current wording

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.

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

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, 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.

Previous wording

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 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 Canadian Loan Agreement may be accelerated. As of May 1, 2026, there were no amounts outstanding under the Revolving Canadian Loan.

Current wording

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. As of July 31, 2026, there were no amounts outstanding under the Revolving Canadian Loan.

Previous wording

The foregoing description of the Canadian Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Canadian Loan Agreement, which is exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2022, and is incorporated herein by reference as though fully set forth herein.

Current wording

The foregoing descriptions of the Canadian Loan Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Canadian Loan Agreement and the Note, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to our Current Report on Form 8-K filed on July 29, 2026, and are incorporated herein by reference as though fully set forth herein.

Previous 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.

Current wording

During the six months ended June 30, 2026, net cash provided by operating activities of $44.7 million resulted primarily from net income of $13.4 million, add-backs to net income of $11.9 million for depreciation and amortization, $4.9 million for amortization of inventory step-up, $4.9 million for stock-based compensation, $5.9 million for remeasurement of contingent consideration, and $5.6 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by an increase in accounts receivable of $7.3 million, an increase in inventories of $8.3 million and an increase in accounts payable and other liabilities of $24.7 million.

Previous 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.

Current wording

During the six months ended June 30, 2025, net cash provided by operating activities of $20.0 million resulted primarily from net income of $21.5 million, add-backs to net income of a $8.5 million for depreciation and amortization, and $4.4 million for stock-based compensation, primarily offset by deductions to net income of $3.5 million for unrealized foreign currency transaction gains and $13.4 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts receivable of $10.4 million, an increase in inventories of $11.3 million and a decrease in accounts payable and other liabilities of $15.8 million.

Previous 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.

Current wording

During the three months ended June 30, 2026, we used $170.0 million of cash in investing activities, consisting of $153.6 million for the acquisition of TYR, $10.3 million for the acquisition of Alien Gear, and $6.1 million for thepurchase of property and equipment.

Previous 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.

Current wording

During the three months ended June 30, 2026, net cash provided by financing activities of $57.3 million resulted primarily from proceeds from term debt of $75.0 million, partially offset by principal payments on term loans of $8.1 million and dividends distributed of $8.6 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 Annual Report on Form 10-K for the year ended December 31, 2026, other than for the following obligations:

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 Quarterly Report on Form 10-Q for the three months ended March 31, 2026, other than for the following obligations:

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. 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.

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
Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

*Cost of goods sold and gross profit.*Product segment cost of goods sold increased by $49.2 million, or 34.1%, from $144.3 million to $193.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to current and prior year 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 145 basis points to 41.5% for the six months ended June 30, 2026 from 42.9% for the six months ended June 30, 2025, mainly driven by an increase in inventory step-up amortization and unfavorable product mix, partially offset by favorable pricing, net of material inflation.

Current report — wording carried from elsewhere

*Related party expense.*Related party expense, which primarily consists of one-time fees paid to related parties for transaction related services, increased by $0.8 million for the six months ended June 30, 2026 as comparedto the same period in 2025, primarily due to a $1.0 million increase in transaction fees paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with acquisitions.

Current report — wording carried from elsewhere

*Interest expense, net.*Interest expense, net increased by $3.5 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to the debt assumed as part of acquisitions.

Current report — wording carried from elsewhere

*Other (expense) income, net.*Other (expense), net was $0.9 million for the six months ended June 30, 2026 as compared to Other income, net of $7.4 million for the six months ended June 30, 2025, primarily due to changes in foreign currency exchange rates.

Current report — wording carried from elsewhere

Provision for income taxes. Provision for income taxes was $6.4 million for the six months ended June 30, 2026 compared to $8.4 million for the six months ended June 30, 2025. The effective tax rate was 32.2% for the six months ended June 30, 2026 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 28.0% for the six months ended June 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation.

Current report — wording carried from elsewhere

Net cash provided by financing activities

Current report — wording carried from elsewhere

During the six months ended June 30, 2025, net cash provided by financing activities of $82.9 million resulted primarily from proceeds from term loans of $97.5 million, partially offset by principal payments on term loans of $5.7 million and dividends distributed of $7.7 million.

Current report — wording carried from elsewhere

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 previous paragraphs (2)

Previous report — wording carried 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

Previous report — wording carried 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.