United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Date of Report (Date of earliest event reported): May 30, 2025~~

Date of Report (Date of earliest event reported): August 5, 2025

CADRE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-40698	38-3873146
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

13386 International Pkwy
Jacksonville, Florida	32218
(Address of principal executive offices)	(Zip Code)


13386 International Pkwy	32218
Jacksonville, Florida	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (904) 741-5400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

~~¨    Soliciting material~~☐ Written communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

~~¨    Pre-commencement communications~~☐ Soliciting material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.0001	CDRE	New York Stock Exchange


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001	CDRE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~x Emerging growth company~~

If☒ anEmerging ~~emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~(e) On~~If ~~May~~an ~~30,~~emerging ~~2025,~~growth ~~Cadre Holdings~~company, ~~Inc.~~indicate ~~(the~~by ~~“Company”)~~check ~~held~~mark ~~its~~if ~~2025 Annual Meeting of Stockholders (~~the ~~“Annual~~registrant ~~Meeting”).~~has Atelected ~~the~~not ~~Annual~~to ~~Meeting,~~use the ~~Company’s~~extended ~~stockholders~~transition ~~approved~~period ~~the Cadre Holdings, Inc. Employee Stock Purchase Plan (the “Plan”), that, among other things, reserved~~ for ~~issuance~~complying ~~under the~~with ~~Plan~~any ~~1,000,000~~new ~~shares~~or ofrevised ~~the~~financial ~~Company’s~~accounting ~~common~~standards ~~stock,~~provided ~~par~~pursuant ~~value~~to ~~$0.0001~~Section ~~per share~~ 13(~~“Common Stock”~~a). ~~The Plan had previously been approved by the Company’s Board~~ of ~~Directors on April 16, 2025, subject to~~ the ~~approval~~Exchange ~~of the Company’s stockholders~~Act. ☐

The material terms and conditions of the Plan are described in detail under “PROPOSAL 3 APPROVAL AND ADOPTION OF THE EMPLOYEE STOCK PURCHASE PLAN” of the Company’s Proxy Statement filed by the Company with the Securities and Exchange Commission on April 24, 2025 (the “Proxy Statement”) and are incorporated by reference into Item 5.02 of this Current Report on Form 8-K. A copy of the Plan is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Plan is not intended to be complete and is qualified in its entirety by the complete text of the Plan.

~~Item 5.07 Submission of Matters to a Vote of Security Holders.~~

~~(b) At the~~Item ~~Annual Meeting, the Company’s stockholders: (i) approved the election of each of the following five director nominees standing for election: Warren B~~2.02 ~~Kanders,~~Results ~~Gianmaria C. Delzanno, Hamish Norton, William Quigley and Deborah A. DeCotis, (ii) ratified the appointment~~ of ~~KPMG~~Operations ~~LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025,~~ and ~~(iii)~~Financial ~~approved and adopted the Plan.~~Condition

~~The voting results for each proposal are set forth below:~~

~~Proposal~~On 1August –5, To2025, ~~elect~~Cadre ~~five~~Holdings, ~~members~~Inc. ~~to serve on~~ (the “Company’s”) ~~Board~~issued ofa ~~Directors~~press ~~until~~release announcing its financial results for the ~~next~~quarter ~~Annual~~ended ~~Meeting~~June 30, 2025. A copy of ~~Stockholders~~this press release is attached hereto as Exhibit 99.1 and ~~until~~is ~~their~~incorporated ~~successors~~herein ~~are~~by ~~duly~~reference. ~~elected~~Attached hereto as Exhibit 99.2 and ~~qualified:~~ incorporated herein by reference is a presentation regarding the Company’s financial results for the quarter ended June 30, 2025.

Name	Votes For	Votes Withheld	Broker Non-Votes
Warren B. Kanders	34,573,317	856,715	3,252,048
Gianmaria C. Delzanno	31,350,919	4,079,113	3,252,048
William Quigley	34,827,127	602,905	3,252,048
Hamish Norton	26,717,948	8,712,084	3,252,048
Deborah A. DeCotis	31,181,980	4,248,052	3,252,048

~~Proposal~~The 2press –release Toand ~~ratify~~presentation contain the ~~appointment~~non-GAAP measures earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA margin and last twelve months adjusted EBITDA. The Company believes that the presentation of ~~KPMG~~ ~~LLP~~these asnon-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user's overall understanding of the Company’'s ~~independent~~current ~~registered~~financial ~~public~~performance ~~accounting~~relative ~~firm~~to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. The non-GAAP measures are reconciled to comparable GAAP financial measures within the press release and the presentation. We do not provide a reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year ~~ending~~2025 ~~December~~to ~~31,~~net income for the fiscal year 2025:, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not Adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
38,564,098	117,055	926	0

~~Proposal~~The 3information –in ToItem ~~approve~~2.02 of this Current Report on Form 8-K (including Exhibits 99.1 and ~~adopt~~99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the ~~Cadre Holdings~~Securities Act of 1934, ~~Inc.~~as ~~Employee~~amended, ~~Stock~~nor ~~Purchase~~shall ~~Plan~~it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
35,395,628	23,059	11,344	3,252,048

Item 9.01. Financial Statements and Exhibits

~~(d) Exhibits.~~

Exhibit	Description
10.1	Cadre Holdings, Inc. Employee Stock Purchase Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) Exhibits.

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Exhibit		Description

99.1		Press Release, dated August 5, 2025 (furnished only).
99.2		Slide Presentation for Conference Call to be held on August 6, 2025 (furnished only).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Dated: June 5, 2025~~

~~CADRE HOLDINGS, INC. By: /s/ Blaine Browers Name: Blaine Browers Title: Chief Financial Officer~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 5, 2025


	CADRE HOLDINGS, INC.


	By:	/s/ Blaine Browers
		Name:Blaine Browers
		Title:Chief Financial Officer

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