[Form 4] DMC Global Inc. Insider Trading Activity

Rhea-AI Filing Summary

DMC Global Inc. (BOOM) filed a Form 4 disclosing new equity-based awards to Executive Chair, President & CEO James O’Leary on 07/01/2025.

The filing shows 216,121 Restricted Stock Units (RSUs) and 216,121 Performance Share Units (PSUs) were granted at no cost. RSUs vest one-third annually on the first, second and third anniversaries of the grant date and will be settled in cash equal to the share’s closing price on each vesting date, eliminating share dilution but creating a future cash obligation.

The PSUs are performance-based: the actual number of shares earned (up to the 216,121 target) depends on DMC Global’s cumulative Adjusted EBITDA and cumulative Adjusted Free Cash Flow for 2025-2027. Settlement terms (cash or shares) are not specified in the filing, leaving open the potential for dilution if paid in equity.

Following the transaction, O’Leary directly holds the full amount of both derivative security classes (432,242 units in total). No other open-market transactions, sales, or option exercises were reported in this Form 4.

For investors, the grant highlights DMC’s executive incentive mix: (1) time-based RSUs that create cash outflow risk but no share dilution, and (2) PSUs that tie compensation to multi-year operating metrics, potentially aligning leadership rewards with shareholder value generation.

Positive

• Performance-linked PSUs tie executive compensation to multi-year Adjusted EBITDA and Free Cash Flow, aligning management with shareholder value creation.
• Cash-settled RSUs eliminate immediate share dilution, preserving existing shareholder percentages.

Negative

• Future cash liability from RSU settlements could pressure liquidity during vesting years, especially if share price rises.
• Potential dilution remains for PSUs if the company elects equity settlement upon achievement of targets.

Insights

Corporate Governance Analyst

TL;DR: Routine equity grant; mix of cash-settled RSUs and performance PSUs aligns CEO incentives with long-term metrics, liquidity impact manageable.

The award structure combines a three-year vesting RSU tranche with EBITDA/FCF-linked PSUs. From a governance standpoint, the inclusion of objective, multi-year performance hurdles is favourable and consistent with shareholder-friendly pay practices. Settling RSUs in cash avoids dilution, although it shifts the cost to future cash flows; this is generally acceptable given the company’s size and typical compensation budgets. No abnormal acceleration, repricing or discounting is indicated, suggesting the grant is standard rather than a special retention package. Overall impact on existing shareholders should be neutral, with potential upside if performance goals drive value creation.

Equity Compensation Specialist

TL;DR: 432k unit grant sizeable but ordinary; cash RSUs create liability, PSUs could dilute if settled in shares, contingent on 2025-27 targets.

The absolute size of 432,242 units is material, yet Form 4 lacks share-count context to gauge dilution percentage. Cash-settled RSUs will hit compensation expense over three years and may pressure operating cash when vesting coincides with market peaks. PSUs are neutral today because earn-outs depend on cumulative Adjusted EBITDA and Free Cash Flow; if targets are met and paid in shares, dilution risk emerges. Disclosure omits a cap above 100% of target, so potential over-achievement multiples are unknown. Investors should monitor future proxy filings for detailed payout formulas and settlement modality.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OLEARY JAMES

(Last) (First) (Middle)

C/O DMC GLOBAL INC

11800 RIDGE PARKWAY, SUITE 300

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DMC Global Inc. [ BOOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. Chair, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	07/01/2025		A		216,121		(2)	(2)	Common Stock	216,121	$0	216,121	D
Performance Share Units	(3)	07/01/2025		A		216,121		(4)	(4)	Common Stock	216,121	$0	216,121	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents the right to receive the Fair Market Value (as defined below) of one share of the common stock of the Issuer (a "Share").

2. Subject to the terms of the applicable award agreement, one-third of these RSUs will vest on each of the first, second and third anniversaries of the grant date and will be settled in cash in an amount equal to the closing price ("Fair Market Value") of one Share.

3. Each Performance Share Unit ("PSU") represents the contingent right to receive one Share based on certain vesting conditions.

4. Subject to the terms of the applicable award agreement, the number of PSUs that will vest and the number of Shares that will be awarded, if any, are contingent on the Issuer's cumulative Adjusted EBITDA and cumulative Adjusted Free Cash Flow, each as compared to target amounts, achieved over the three year period from 2025 through 2027.

Remarks:

	/s/ Lindsey Rhodes, by Power of Attorney	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards were granted to BOOM CEO James O’Leary on 07/01/2025?

He received 216,121 RSUs and 216,121 PSUs at no cost.

How do the RSUs granted to BOOM’s CEO vest?

One-third of the RSUs vest on each of the first, second and third anniversaries of the 07/01/2025 grant date.

Will the RSUs create share dilution for DMC Global (BOOM) investors?

No. The RSUs will be settled in cash, so no new shares are issued.

What performance metrics determine PSU vesting at DMC Global?

Vesting depends on cumulative Adjusted EBITDA and cumulative Adjusted Free Cash Flow achieved from 2025-2027.

How many derivative securities does the CEO hold after the transaction?

He directly holds 216,121 RSUs and 216,121 PSUs, totaling 432,242 units.