CADRE HOLDINGS, INC.

Issuer

CADRE HOLDINGS, INC.

Security title

Common stock, par value $0.0001 per share

Principal address

Comment

This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission on November 14, 2025 (the "Initial Schedule 13D"), the Amendment No. 1 to Schedule 13D filed with the U.S. Securities and Exchange Commission on November 19, 2025 ("Amendment No. 1 to Schedule 13D"), and the Amendment No. 2 to Schedule 13D filed with the U.S. Securities and Exchange Commission on June 18, 2026 ("Amendment No. 2 to Schedule 13D"), by Warren B. Kanders and Kanders SAF (collectively, the "Reporting Persons"). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Initial Schedule 13D, Amendment No. 1 to Schedule 13D and Amendment No. 2 to Schedule 13D, as applicable. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to supplement the existing items in the Initial Schedule 13D, Amendment No. 1 to Schedule 13D and Amendment No. 2 to Schedule 13D, as applicable.

Number of shares

Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: Of the shares of common stock reported as being beneficially owned by Mr. Kanders, he (i) has sole power to vote or direct the vote and to dispose or direct the disposition of 11,094,478 shares of common stock, including 9,417,039 shares held by Kanders SAF, for which Mr. Kanders serves as sole member and manager of Kanders SAF; and (ii) shares with his wife, the power to vote or direct the vote and to dispose or direct the disposition of the 23,450 shares held by the Allison Kanders Roth IRA. Mr. Kanders disclaims beneficial ownership of the shares held by the Allison Kanders Roth IRA, except to the extent of his pecuniary interest therein.

Transactions

Item 5(c) of the Schedule 13D is hereby supplemented as follows: Except as set forth below, neither of the Reporting Persons has effected any transactions in shares of the Issuer's common stock during the past 60 days: On August 24, 2026, Kanders SAF sold 65,431 shares of the Issuer's common stock at a weighted average price of $33.20 per share in open-market transactions pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). The shares were sold at prices ranging from $32.95 to $33.50 per share. On August 24, 2026, Kanders SAF sold 34,569 shares of the Issuer's common stock at a weighted average price of $33.65 per share in open-market transactions pursuant to Rule 144 under the Securities Act. The shares were sold at prices ranging from $33.50 to $34.00 per share. On August 25, 2026, Kanders SAF sold 55,345 shares of the Issuer's common stock at a weighted average price of $31.54 per share in open-market transactions pursuant to Rule 144 under the Securities Act. The shares were sold at prices ranging from $31.26 to $31.98 per share. On August 25, 2026, Kanders SAF sold 44,655 shares of the Issuer's common stock at a weighted average price of $32.28 per share in open-market transactions pursuant to Rule 144 under the Securities Act. The shares were sold at prices ranging from $32.01 to $32.95 per share.

Date ownership ceased to exceed 5%

N/A

Percentage of class

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: As of the date of this Schedule 13D, Mr. Kanders may be deemed to be the beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of 11,117,928 shares of common stock, constituting approximately 25.8% of the outstanding shares of common stock, which is comprised of: (i) 22,888 shares held by Warren B. Kanders, (ii) 1,305,650 shares held by Warren B. Kanders Roth IRA, (iii) 9,417,039 shares held by Kanders SAF; (iv) options to purchase an aggregate of 348,901 shares of common stock which were previously granted under the Company's 2021 Stock Incentive Plan and that are presently exercisable or exercisable within 60 days of the date hereof; and (v) 23,450 shares of common stock held by Allison Kanders Roth IRA. Mr. Kanders disclaims beneficial ownership of the shares held by the Allison Kanders Roth IRA, except to the extent of his pecuniary interest therein. The amount reported above as being beneficially owned by Mr. Kanders excludes, without duplication, (i) 258,266 shares underlying stock options to purchase shares of the Issuer's common stock which were previously granted under the Issuer's 2021 Stock Incentive Plan and that are not presently exercisable or exercisable within 60 days of the date hereof; (ii) 80,974 shares underlying restricted stock units which were previously granted under the Issuer's 2021 Stock Incentive Plan and that are not presently vested or vesting within 60 days of the date hereof; (iii) 261,000 shares underlying restricted stock units granted under the Issuer's 2021 Stock Incentive Plan that will vest only if, on or before June 16, 2033, the Issuer's common stock achieves a VWAP of at least $60.00 per share over a 20 consecutive trading day measurement period; (iv) 373,000 shares underlying restricted stock units granted under the Issuer's 2021 Stock Incentive Plan that will vest only if, on or before June 16, 2033, the Issuer's common stock achieves a VWAP of at least $80.00 per share over a 20 consecutive trading day measurement period; (v) 496,500 shares underlying stock options granted under the Issuer's 2021 Stock Incentive Plan that will vest and become exercisable only if, on or before June 16, 2033, the Issuer's common stock achieves a VWAP of at least $60.00 per share over a 20 consecutive trading day measurement period; and (vi) 616,500 shares underlying stock options granted under the Issuer's 2021 Stock Incentive Plan that will vest and become exercisable only if, on or before June 16, 2033, the Issuer's common stock achieves a VWAP of at least $80.00 per share over a 20 consecutive trading day measurement period. The percentage of shares of common stock reported as being beneficially owned by Mr. Kanders is based upon 43,169,635 shares of common stock outstanding as of the date hereof, which includes: (i) 42,820,734 shares of common stock outstanding as of July 31, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities and Exchange Commission on August 5, 2026; and (ii) options to purchase an aggregate of 348,901 shares of common stock which were previously granted under the Issuer's 2021 Stock Incentive Plan and that are presently exercisable or exercisable within 60 days of the date hereof. Of the 11,117,928 shares beneficially owned by the Reporting Persons, Kanders SAF (A) has granted a security interest in an aggregate of 3,750,000 shares of the Issuer's common stock beneficially owned by the Reporting Persons in favor of Texas Capital Bank pursuant to that certain Loan and Security Agreement, dated December 1, 2022 (as amended or amended and restated from time to time) as described in Item 6 of the Initial Schedule 13D; and (B) has an aggregate of 2,000,000 shares of the Issuer's common stock beneficially owned by the Reporting Persons serving as collateral in favor of Bank of America, N.A. pursuant to the Pledge Agreement, as described in Item 6 of this Amendment No. 3.

Contracts and arrangements

Item 6 of the Schedule 13D is hereby supplemented as follows: On September 28, 2026, Kanders SAF entered into an Amendment to Pledge Agreement with Bank of America, N.A., dated as of September 25, 2026 (the "Pledge Amendment"), amending the Pledge Agreement dated as of December 16, 2021, as amended, between Kanders SAF and Bank of America, N.A. (the "Pledge Agreement"). As a result of the Pledge Amendments, Warren B. Kanders received previously unavailable margin borrowing capacity on 2,000,000 shares of the Issuer's common stock which were placed in a pledged account serving as collateral for a Loan Agreement previously entered into between Warren B. Kanders and Bank of America, N.A. The pledge arrangements are described in the Pledge Agreement, as amended by the Pledge Amendment. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Pledge Agreement and the Pledge Amendment, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this Amendment No. 3 and incorporated herein by reference.

Filed exhibits

Exhibit 99.1 -- Pledge Agreement, dated as of December 16, 2021, from Kanders SAF, LLC in favor of Bank of America, N.A. Exhibit 99.2 -- Amendment to Pledge Agreement, dated as of September 25, 2026, from Kanders SAF, LLC in favor of Bank of America, N.A.