DMC Global Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 30, 2025, DMC Global Inc. (the “Company”) entered into Amendment No. 1 to Stockholder Protection Rights Agreement (the “Amendment”), which 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” and, as amended by the Amendment, the “Amended Rights Agreement”). Capitalized terms not defined herein have the meanings specified in the Amended Rights Agreement.
Pursuant to the Amendment, the Expiration Time of the Rights has been extended for one year from June 4, 2025 to June 4, 2026 (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.
The Rights, as amended, are in all respects subject to and governed by the provisions of the Amended Rights Agreement. The foregoing description of the Original Rights Agreement and the Amendment 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, and to the Amendment, which is attached hereto as Exhibit 4.2, both of which are incorporated herein by reference.
| Item 3.03. | Material Modifications 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. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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: June 3, 2025 | By: | /s/ Eric V. Walter | |
| Name: | Eric V. Walter | ||
| Title: | Chief Financial Officer | ||