Ladies and gentlemen, good morning, and welcome to Cadre Holdings, Inc.'s Fourth Quarter 2025 Conference Call. Today's call is being recorded. All lines have been placed on mute. If you would like to ask a question at the end of prepared remarks, please press star one. At this time, I would like to turn the conference over to Matthew Berkowitz of the ICR Group for introductions and the reading of the safe harbor statement. Please go ahead, sir.

Thank you, and welcome to today's conference call to discuss Cadre Holdings, Inc.'s fourth quarter results. Before we begin, I'd like to remind everyone that during today's call, we will be making several forward-looking statements, and we make these statements under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our best estimates and assumptions based on our understanding of information known to us today. These forward-looking statements are subject to the risks and uncertainties that face Cadre Holdings, Inc. in the industries and markets in which we operate. More information on potential factors that could affect Cadre Holdings, Inc.'s financial results is included from time to time in Cadre Holdings, Inc.'s public reports, filed with the Securities and Exchange Commission. Please also note that we have posted presentation materials on our website at https://www.cadre-holdings.com, which supplement our comments this morning and include a reconciliation of certain non-GAAP financial measures. I'd like to remind everyone that this call will be available for replay through 03/25/2026. A webcast replay will also be available via the link provided in yesterday's press release, as well as on Cadre Holdings, Inc.'s website. At this time, I would like to turn the call over to Cadre Holdings, Inc.'s Chairman and CEO, Warren B. Kanders.

Good morning. And thank you for joining Cadre Holdings, Inc.'s earnings call to discuss our results for the fourth quarter and full year 2025. I am joined today by our President, Brad E. Williams, and Chief Financial Officer, Blaine Browers. Fiscal 2025 was another year of steady progress for Cadre Holdings, Inc. Our focus remains consistent: building a company that delivers mission-critical technologies for professionals operating in demanding environments while generating disciplined and sustainable growth for our shareholders. Throughout the year, we made progress in three areas: strengthening our portfolio, integrating our businesses, and continuing to build demand across our core markets in public safety, defense, and nuclear safety. First, we expanded our capabilities with the acquisition of CARS Engineering. CARS is a well-regarded provider of engineered solutions serving the nuclear safety market. The business brings deep technical expertise and long-standing customer relationships that fit well with our strategy of investing in specialized companies that operate in highly demanding environments. During the year, we also signed an agreement to acquire TIER Tactical, a company widely recognized for its advanced protective equipment and strong reputation with military and law enforcement customers. That transaction closed earlier in 2026, and we are excited to welcome TIER to the Cadre Holdings, Inc. platform. We believe their capabilities and product portfolio are highly complementary to our existing businesses and further strengthen our position in mission-critical safety solutions. At the same time, we continued integrating the businesses we have brought into Cadre Holdings, Inc. over the past several years. Building a strong portfolio is only the first step. Real value comes from operating as a cohesive platform, aligning leadership, sharing engineering capabilities, and strengthening how we go to market. We made solid progress on that front in 2025. Operationally, we also saw strong demand across many…

Thank you, Warren. On today's call, Blaine and I will provide a Q4 update and business overview, including recent trends and financial performance as well as our 2026 outlook followed by a Q&A session. We will begin on slide five. We delivered on our strategic objectives in the fourth quarter, driven by strong and recurring demand for our mission-critical safety products combined with the continued implementation of our operating model. Favorable mix in the quarter reflected higher duty gear volume and lower distribution volume. Orders backlog was up significantly. 2025 order growth plus the addition of CARS engineering division in April results in a nearly 50% increase in our backlog versus last year. This includes the blast exposure monitoring system, or BMO, contract that we discussed last quarter. As a reminder, this is a $50,000,000 IDIQ contract and represents a major achievement for our team and a key milestone in our work with the U.S. military. Based on the expectations we had previously outlined for 2025, you will recall that we saw a higher mix of larger opportunities that had been delayed. In fact, our Med-Eng, ICOR Technology, duty gear, Defense Technology, and armor categories have been extremely busy and successful winning larger opportunities in South America, Eastern and Western Europe, UAE, and parts of Asia. Large opportunities typically bring challenges around visibility of closing and booking the opportunity. With that said, we continue to have additional larger opportunities that are still in play that we have not closed that we expect continued progress on throughout 2026. Turning to M&A execution, as you heard from Warren, we completed the acquisition of TIER Tactical last month. Its addition to our portfolio advances Cadre Holdings, Inc.'s strategic focus on mission-critical products with high margins, strong cash flows, and compelling growth tailwinds. It…

Thanks, Brad. I will kick off my comments by spending a moment to underscore Cadre Holdings, Inc.'s M&A track record and the momentum we expect to carry into 2026. As you can see on slide nine, the acquisition of TIER completed in February marks our sixth acquisition since going public. Each of these transactions has been in line with our thoughtful and patient approach and met our highly selective key criteria focused on strong margins, leading and defensible market positions, recurring revenues, and cash flows. Looking ahead, we maintain a robust acquisition pipeline in both the public safety and nuclear markets and intend to grow our diversified portfolio of mission-critical safety businesses through disciplined capital allocation. Turning to slide 10, we highlight the criteria that guides our process when evaluating potential transactions. Overall, we anticipate additional M&A in 2026, and continue to see attractive opportunities to broaden our product range, enter new markets, and increase customer wallet share. On the next two slides, we have provided a broader overview of the TIER acquisition which represents another step forward in the strategy we have articulated over the last several years. As Brad discussed, we have begun the integration process and look forward to the beginning of this next phase of growth together. TIER brings significant hard armor capabilities via their large presses and autoclaves that will be a significant resource addition to the Cadre Holdings, Inc. armor businesses. We are excited about how the strengths of both companies will complement each other and enable new growth opportunities. Another key point to highlight is that the TIER Tactical customer base has minimal overlap with Cadre Holdings, Inc.'s existing Safariland armor business. On slide 11, we show TIER and Cadre Holdings, Inc. armor revenue by customer channel which illustrates how complementary the two…

Thank you, Blaine. We continue to execute well against our strategic priorities, and our strong 2026 outlook reflects our confidence in the business's fundamentals and the effectiveness of the Cadre Holdings, Inc. operating model. We believe the combination of Cadre Holdings, Inc.'s track record of superior execution, resilience in the face of economic, political, geopolitical, and other cycles, as well as the dedication of our talented teams around the world, will continue to drive strong results moving forward. Beyond our core organic growth initiatives, we are actively evaluating compelling M&A opportunities and remain committed to targets with strong financial profiles, durable competitive advantages, and structural growth drivers. In conclusion, we are excited to continue to build our platform and further our market leadership supported by Cadre Holdings, Inc.'s entrenched positions and favorable industry trends across our law enforcement, first responder, military, and nuclear end markets. With that, operator, please open up the lines for Q&A.

Thank you. We will now open for questions. If you have dialed in and would like to ask a question, please press star one. If you are called upon to ask your question and are listening via speakerphone on your device, please pick up your handset and ensure that your phone is not on mute when asking your question. Excuse me. Again, it is star one if you would like to ask a question. And our first question comes from the line of Lawrence Scott Solow with CJS Securities. Your line is open.

Great. Thank you. Good morning, everyone. I guess just first, kind of question, Brad, very encouraged to see the kind of organic outlook returning to a somewhat normalized rate there in the 3%–5%. So if I do my math somewhat correctly, it looks like you were down about 2% organically in 2025, and you kind of outlined a bunch of larger orders pushed out. I am just curious, like in this environment, is it kind of a domino effect where some of the things that were pushed out from 2025 into 2026, or then you are seeing stuff go from 2026 to 2027, or, you know, is there any catch up? Just kind of curious on your visibility. Obviously, with geopolitical stuff, you know, Iranian conflict, all that other stuff. Eventually, stuff like that probably should be good. But in the short term, government shutdown, partial shutdown, there is some of this stuff also kind of impact your visibility for the current year?

Hey, Lawrence, it is Brad. Thanks for the question. You know, the good news is when you look at when there are large opportunities within this business, or quite frankly many other businesses I have been in, you have good visibility to those. So, you know, that mix of large opportunities that we talked about last year, we have closed a lot of those opportunities. They are sitting in our backlog now. We talked about blast seats we announced earlier this week. We just talked about it. That was something that we were expecting more toward the end of last year, but we have got that one in the bag now. We also have the sensor program which was the other one that, you know, we thought we would get earlier in the year last year, but we ended up having more toward the end of the year last year. And then we have other ones that, you know, we cannot disclose the customer base for competitive reasons, but there are other larger opportunities within multiple categories that, you know, they are funded, but there are various details around those orders that have kept those orders from getting booked at the moment. So we continue to work those, work them hard. And I am also proud to say, I mentioned in the prepared remarks that our international teams have been closing a lot of various orders within many different countries within not just a single business unit, but multiple business units. And, you know, we are really proud of the traction that we have been making there.

Right. So it certainly sounds like a temporary thing. Right? I mean, it feels like your backlog continues to grow. Question just on the nuclear front. So I guess kind of that shift in prioritization, less cleanup on the plutonium side, more focus on plutonium build out. I guess, in theory, you know, you are taking it from one hand and giving to the other hand, but that giving to the other hand may take a little bit longer so you have potentially a build out. So you have a temporary short-term negative impact. Is that kind of a good way to look at that in terms of how you view it? And if I could just slip one more. Just margin outlook, it looks like the implied kind of midpoint is slightly up, almost pretty flattish. Is that, and I know TIER is sort of accretive. So is most of that impact just on the mix side in nuclear? Is it kind of dragging the margin this coming year?

Yeah. I think there is, you know, a timing difference when we think about an existing revenue stream for nuclear related around that down blending and then the pickup on the commercial nuclear side. There is a timing lag just because of the size and significance of those projects for it to pick up. It is kind of point one. And then the second point, which Brad brought up, is really just the mix change and the impact in margins that has. You know, down blending is a very highly technical side of the business with, you know, margins that go with the kind of technical expertise required. You kind of have this twofold, you know, kind of impact. You know, what we are excited about, though, is how robust that commercial nuclear energy funnel has become since acquisition. Right? If you kind of rewind back when we started, and I think this is the great thing about the portfolio, is we play in all three of these end markets. So over the long run, we are comfortable there are plenty of revenue opportunities, not only to offset that loss, but really to continue to drive growth in that segment. That is really it. Yeah. It is that mix impact.

Gotcha. Okay. Great for the color. Appreciate it.

Absolutely.

And our next question comes from the line of Eegan McDermott with Jefferies.

Hey. Good morning. Thank you, guys, for taking the question. It sounds like some of those bigger orders are still being pushed to the right and we have seen some recent wins. But for the remaining contracts, what gives you confidence that they are delayed and not lost at this point?

100% confidence that they are delayed and not lost at this point. That is the type of visibility that we have to those. I cannot go through the details for, you know, those specific ones, but the visibility is 100% there. Especially one, two, actually, larger orders in one of our business units that, you know, has been awarded to us, let us call it. Right? So we look at the products that we have that have been specified, no issue there. So definitely no losses. High confidence in those. It is just a timing situation, and they are both two different specific situations taking place.

Understood. That is helpful. Thank you. Maybe if I could follow up on CapEx. You guided in the $10,000,000 to $14,000,000 range for 2026. It is obviously a step up from recent years. And maybe just some commentary on that if you could, and should we be thinking of that as going towards capacity expansion or focused on any specific area of the business?

Yeah. Really, the uplift from historical is around capacity, in particular in the nuclear area or the nuclear businesses, where we have some site buildouts. And you go back in history, you know, we have had periods where we get closer to, you know, not quite 2% of revenue, but closer to 2% of revenue as we talk about. And generally, what drives that is capacity expansion, buildings, and that is the case for this year. Outside of that investment in one of our sites, the CapEx is very, very typical for the rest of the businesses.

Great. Thank you.

Thank you.

And our next question comes from the line of Matthew Butler Koranda with Roth Capital. Your line is open.

Hey, guys. Appreciate the detail on the organic components of the 2026 outlook. Just wondering what are you factoring in from TIER from a revenue contribution standpoint? It sounds like it is still going to be accretive on EBITDA margin, but wanted to hear a little bit more about revenue and then cadence of revenue from TIER throughout the year.

Yeah. Our outlook with TIER out of the gates is a conservative approach, as, you know, we do with all acquisitions. So we have them laid in at about $100,000,000 on a full-year basis. Given that we closed in February, that would put them in the high eighties to low nineties baked into guidance. And then EBITDA margins, you know, right where we talked about in that 20% range. As we move forward in the year and, you know, get a little closer to the team's process and develop, you know, more confidence in the funnel, we will adjust accordingly from there. But, you know, we feel comfortable with where we are starting with them.

Okay. And then on the blast seat contract, I was curious how that ramps up. I know you said there is contribution in 2026. It sounds like probably later in the year. Maybe any color on how you are thinking about the ramp up and contribution to sales in the back half of 2026? And then just on a go-forward basis, I guess, is it kind of a run-rate type deal through the two contracts’ terms that you gave in the press release? Any additional kind of thoughts on the way to thread that into the model would be helpful.

Hey, Matt. It is Brad. So think of it this way, new program. We wanted to get it out as soon as possible to getting the $86,000,000 PO in our hands. So what the team is working on now with GDLS is the production planning side of things for 2026. So we actually have just started that here in March so that we can begin ordering parts and begin to get the supply chain cranked up. And then there are some sample deliverables as we go into the fourth quarter as we go into that phase of the project overall. So, you know, most of this revenue will be timed into 2027 and beyond for the schedule that I mentioned earlier.

Okay. That is helpful. Thanks, guys.

And our next question comes from the line of Jeff Van Sinderen with B. Riley Securities. Your line is open.

Just wanted to circle back to down blending for a moment if we could. Would you expect down blending funding to increase again at some point, or might down blending be replaced by some other sort of disposal process? And is that one that Cadre Holdings, Inc. could be involved with? And then can you tell us a little bit more about the General Dynamics seat attenuation product? What all you are supplying there? Maybe a little more about the vehicles that the seats are going into, and is there potential for follow-on orders from General Dynamics? And just maybe what the overall outlook is for Med-Eng, just given the recent wins?

Jeff, overall, it is hard to tell. What we are referencing is an executive order that went out last year that directed—it was really directed from the DOE—to decrease the down blending of excess plutonium, except in areas that are required by law. So you can go read the executive order, but that is roughly what the executive order says. Then what we have seen by working with some of our customers like LANL and Savannah River and those folks is things have shifted more toward pit production programs with the goal of increasing pit production since the U.S. has, quite frankly, been producing zero pits over many years since the Cold War ended. So that seems to be the focus at the moment. That does drive additional opportunities. They are different opportunities compared to what cleanup activities would look like with our high-end containers that Blaine had already mentioned that bring higher margins within that product category for us. And what it shifted to is from a commercial nuclear standpoint and more of the nuclear ventilation and containment type systems that we have within the Alpha Safety business unit, and then also criticality alarm systems, also within the Alpha Safety business unit. You know, the good news is the funnel for those two product categories has been growing significantly since this shift has been happening. We have got various companies that are in the enrichment side of things and also fabricators that we have an extensive list of quotes that are going on with them that we are pursuing at the moment for these offsetting type opportunities. It is not a category that we have talked a lot about in the past. It is a category that, you know, we have an approximate installed base of 13,000-plus seats that…

Good to hear. Thanks for taking my questions.

You are welcome.

And our next question comes from the line of Mark Eric Smith with Lake Street. Your line is open.

Hi, guys. First question for me, just wanted to ask about TIER, kind of synergies as we think about their facility and opportunities maybe with some of your current Safariland products. You know, what is maybe built into the guidance? What opportunities there are as well as maybe cross-selling opportunities and if there is anything built into the guidance for that? And the second one for me is just kind of housekeeping and maybe for Blaine. Just can you just walk through a little bit more on the Q1? You gave some numbers around maybe Q1 on revenue and margin. If you could just review that, and then curious if there is, you know, some continued transaction costs that roll over into Q1.

Hey, Mark. It is Brad. Great question. The short answer is there is zero built into the guidance related to TIER synergies. As you know, our first 100 days as we get out of the gates, we focus on all the functional-related activities—IT, finance, accounting, tax, treasury, compliance, you name it. That is the immediate focus with the teams as we bring people into the Cadre Holdings, Inc. organization. We have kicked off a couple of projects. I cannot go into details of those projects because it would bring up some potential competitive-type situations out there. But we have kicked off two projects that I have approved within actually two separate business units. One is within our armor business unit. Another is within our Med-Eng business unit. To work with the TIER folks together on looking at how TIER capabilities can be used within those two parts of those businesses. So we are really excited about those two projects. I would call them lower-complexity projects that have higher opportunities of success as we go forward to get our feet wet with the TIER team working with our Cadre Holdings, Inc. business units.

Yeah. Absolutely. So we said revenue really in line with Q3 of last year, which was right at $155,800,000. Gross margins around 39%, with EBITDA margins in the low teens. And there will be some carryover on transaction costs into the year as we close the deal.

Perfect. Thank you.

Absolutely.

And our next question comes from the line of Jordan J Lyonnais with Bank of America. Your line is open.

Hey, good morning. Thanks for taking the question. On the organic backlog decline, is it fair to think that most of that should be from the environmental cleanup work inside of the nuclear business? And then, for 2026, the verticals that we should see this 3% to 5% organic growth—if it is commercial versus true defense—what probability of win do you guys have around the commercial side coming through that gives you the confidence we will see that shift to make up for the environmental down?

And you are talking backlog sequentially, Jordan, is the question. Right? Okay. Yep. Yeah. It is kind of as we expect. There were a number of larger projects. Our backlog had increased coming into or at the end of Q3, and then as those large shipments went out. So, you know, duty gear had some large orders Brad mentioned on some international wins that got shipped in Q4 that lowered their backlog. Nothing alarming, but it is kind of a little bit spread amongst a lot of the businesses. You know, just calling attention to year over year. If we look back to where we were, you know, December 2024, we are still up organically pretty significantly. So I think kind of use that as a base point just to ground on that backlog growth on a year-on-year basis. And then, you know, on the commercial nuclear side, you know, we have always had these products that we are talking about. So I think the “how do we come around the probability of win” is really relative to our past track record in this area. The real difference here is not that it is new products or new uses. It is just the sheer number that we are seeing. So if you think about ventilation containment as an example Brad mentioned, that is something the business has done for many, many years, both in fuel production as well as in remediation. So this is not a new application. You know, when you think about the competitor side, it is the same competitors they have competed against in the past. Very similarly with the criticality accident alarm systems. Same set of circumstances, same competitors, same application. And that is what gives us comfort around those future wins. This is not a new market for us by any means.

Got it. Thank you so much.

And that concludes our question and answer session. We will now turn the conference back over to Brad E. Williams for closing remarks.

I would like to thank everyone for joining our call today and your continued support of Cadre Holdings, Inc. Operator, that will conclude the call.

Thank you. Ladies and gentlemen, this concludes today's conference call, and we thank you for your participation. You may now disconnect.