DMC Global extends stockholder protection rights

DMC Global Inc. entered into Amendment No. 2 to its Stockholder Protection Rights Agreement on April 24, 2026.

(Moderate)

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

DMC Global Inc. entered into Amendment No. 2 to its Stockholder Protection Rights Agreement on April 24, 2026. This amendment extends the expiration of the stockholder rights from June 4, 2026 to June 4, 2027, unless the rights are earlier redeemed, exchanged or terminated under the agreement.

Apart from the new expiration date, the original agreement remains in full force and effect. The rights generally restrict any person or group from acquiring beneficial ownership of 10% or more of DMC Global’s common stock, or 20% or more in the case of a passive investor, as defined in the amended agreement.

Insights

DMC Global extended its stockholder protection rights by one year, maintaining existing anti-concentration thresholds.

DMC Global Inc. has extended the expiration of its Stockholder Protection Rights Agreement from June 4, 2026 to June 4, 2027. The underlying terms of the original agreement and prior amendment remain unchanged, so only the duration of the protection has been modified.

The rights continue to limit any person or group from crossing a 10% beneficial ownership threshold in common stock, or 20% for a passive investor, as defined in the agreement. These levels apply broadly to ownership, including rights to acquire shares through conversion or similar mechanisms.

The extension means the same ownership limits and related mechanics will now apply through June 4, 2027, unless the rights are redeemed, exchanged or otherwise terminated earlier in accordance with the agreement’s terms.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Rights new expiration date: June 4, 2027 Prior expiration date: June 4, 2026 Ownership limit general: 10% of common stock +5 more

8 metrics

Rights new expiration date June 4, 2027 Expiration Time of rights under Amendment No. 2

Prior expiration date June 4, 2026 Original Expiration Time before extension

Ownership limit general 10% of common stock Beneficial ownership threshold for most holders

Ownership limit passive investor 20% of common stock Beneficial ownership threshold for passive investors

Par value per share $0.05 par value Common stock par value listed on Nasdaq Global Select Market

Original agreement date June 5, 2024 Date of initial Stockholder Protection Rights Agreement

Amendment No. 1 date May 30, 2025 Date of first amendment to rights agreement

Amendment No. 2 date April 24, 2026 Date DMC Global entered into Amendment No. 2

Key Terms

Stockholder Protection Rights Agreement, Beneficial Ownership, Passive Investor, Material Definitive Agreement, +2 more

6 terms

Stockholder Protection Rights Agreement regulatory

"entered into Amendment No. 2 to Stockholder Protection Rights Agreement"

A stockholder protection rights agreement is a legal pact that spells out specific rights and safeguards for shareholders, such as approval for big corporate changes, chances to buy new shares to avoid dilution, or the ability to join a sale if majority owners sell. Think of it as a set of safety rules that helps smaller investors keep their voice, ownership percentage, and value from being unexpectedly eroded—important because it affects voting power, future gains, and downside protection.

Beneficial Ownership financial

"the term “Beneficial Ownership” continues to include ownership of securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Passive Investor financial

"10% (or 20% in the case of a Passive Investor) or more of the outstanding shares"

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Material Modification to Rights of Security Holders regulatory

"Item 3.03 Material Modification to Rights of Security Holders"

Rights Agent financial

"between the Company and Computershare Trust Company, N.A., as rights agent"

A rights agent is a neutral third party, usually a bank or trust company, that runs the mechanical parts of a company’s rights offering — tracking who gets rights, processing requests to buy additional shares, collecting payments, and issuing the new stock. For investors, the rights agent ensures the offer is handled correctly and on time, which affects the ability to exercise rights and the perceived fairness and legality of the transaction.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did DMC Global Inc. (BOOM) change in its rights agreement?

DMC Global Inc. extended the expiration of its Stockholder Protection Rights Agreement by one year. The rights now expire on June 4, 2027, unless earlier redeemed, exchanged or terminated, while the rest of the original agreement’s terms remain in full force and effect.

How long is DMC Global’s stockholder protection in effect after this amendment?

After Amendment No. 2, DMC Global’s stockholder rights remain in effect until June 4, 2027. The agreement can still end earlier if the rights are redeemed, exchanged or terminated according to the conditions set out in the amended rights agreement.

What ownership limits does DMC Global’s amended rights agreement impose?

The amended rights agreement generally restricts any person or group from acquiring beneficial ownership of 10% or more of DMC Global’s common stock. For a passive investor, the threshold is higher at 20%, as specifically described in the agreement’s terms and definitions.

How does DMC Global define beneficial ownership in this 8-K filing?

Beneficial ownership includes securities a person has the right to acquire, such as through conversion rights. This is true whether those rights are immediately exercisable or only become exercisable after time passes or certain conditions occur, according to the amended rights agreement.

Did DMC Global change any terms besides the expiration date of the rights?

No. The filing states that, except for extending the expiration time from June 4, 2026 to June 4, 2027, the original Stockholder Protection Rights Agreement remains unaltered and in full force and effect, together with the prior Amendment No. 1.

What SEC item does DMC Global use for this rights modification?

DMC Global reports the amendment under Item 1.01, Entry into a Material Definitive Agreement, and incorporates that information into Item 3.03, Material Modification to Rights of Security Holders, signaling that the change affects stockholder rights through the extended expiration date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 04/27/2026 - 08:00 AM EDT

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): April 24, 2026

DMC Global Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-14775

84-0608431

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021

(Address of Principal Executive Offices, Including Zip Code)

(303) 665-5700

(Registrant’s Telephone Number, Including Area Code)

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 pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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 exchange on which registered

Common Stock, $0.05 Par Value

BOOM

The Nasdaq Global Select Market

Stock Purchase Rights

The Nasdaq Global Select Market

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).

Emerging growth company o

If an 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. o

Item 1.01 Entry into a Material Definitive Agreement.

On April 24, 2026, DMC Global Inc. (the “Company”) entered into Amendment No. 2 to Stockholder Protection Rights Agreement (“Amendment No. 2”), which further amends that certain Stockholder Protection Rights Agreement, dated as of June 5, 2024, by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Original Rights Agreement”), as amended by that certain Amendment No. 1 to Stockholder Protection Rights Agreement, dated as of May 30, 2025 (“Amendment No. 1”). The Original Rights Agreement, as amended by Amendment No. 1 and as further amended by Amendment No. 2, is referred to herein as the “Amended Rights Agreement”. Capitalized terms not defined herein have the meanings specified in the Amended Rights Agreement.

Pursuant to Amendment No. 2, the Expiration Time of the Rights has been extended for one year from June 4, 2026 to June 4, 2027 (unless the Rights are earlier redeemed, exchanged or terminated in accordance with the terms and conditions of the Amended Rights Agreement). Except for the extension of the Expiration Time, the Original Rights Agreement remains unaltered and in full force and effect.

Subject to exceptions specified in the Amended Rights Agreement, the Rights generally restrict any person or group from acquiring Beneficial Ownership of 10% (or 20% in the case of a Passive Investor) or more of the outstanding shares of Common Stock. For purposes of the Rights, the term “Beneficial Ownership” continues to include ownership of securities as to which a person has a right to become the beneficial owner – including upon exercise of conversion rights – regardless of whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions.

The Rights are in all respects subject to and governed by the provisions of the Amended Rights Agreement. The foregoing description of the Rights and the Amended Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Rights Agreement, which is attached hereto as Exhibit 4.1; Amendment No. 1, which is attached hereto as Exhibit 4.2; and Amendment No. 2, which is attached hereto as Exhibit 4.3, each of which is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated into this Item 3.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number						Description
4.1						Stockholder Protection Rights Agreement, dated as of June 5, 2024, between DMC Global Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 6, 2024).
4.2						Amendment No. 1 to Stockholder Protection Rights Agreement, dated as of May 30, 2025, between DMC Global Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 3, 2025).
4.3						Amendment No. 2 to Stockholder Protection Rights Agreement, dated as of April 24, 2026, between DMC Global Inc. and Computershare Trust Company, N.A., as Rights Agent.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

DMC GLOBAL INC.

Dated:

April 27, 2026

By:

/s/ Eric V. Walter

Name: Eric V. Walter

Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

DMC Global extends stockholder protection rights

Rhea-AI Filing Summary